Shareholder Rights Plan Sample Clauses


Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


Shareholder Rights Plan. No claim will be made or enforced by the Company or, to the knowledge of the Company, any other Person that any Investor is an “Acquiring Person” under any shareholder rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Investor could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Investors. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

Shareholder Rights Plan. Each share of Common Stock issued upon conversion of Notes pursuant to this Article 6, including in connection with an Early Conversion Payment, shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the shares of Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any current or subsequent shareholder rights agreement adopted by the Company, as any such agreement may be amended from time to time. Notwithstanding the foregoing, if prior to any conversion such rights have separated from the Common Stock in accordance with the provisions of the applicable shareholder rights agreement, the Conversion Rate shall be adjusted at the time of separation as if the Company had distributed, to all holders of the Common Stock, Distributed Property as described in Section 6.03(c) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

Shareholder Rights Plan. To the extent that the Company has a rights plan (including without limitation, the Rights Agreement) in effect upon conversion of the Securities into Common Stock, a Holder who converts securities will receive, in addition to the Common Stock, the rights under the rights plan, unless prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of the Company’s capital stock, evidences of indebtedness or assets as described in Section 10.04(d) above, subject to readjustment in the event of the expiration, termination or redemption of such rights. In lieu of any such adjustment, the Company may amend such applicable shareholder rights agreement to provide that upon conversion of the Securities the holders will receive, in addition to the Common Stock issuable upon such conversion, the rights which would have attached to such Common Stock if the rights had not become separated from the Common Stock under such applicable shareholder rights agreement.

Shareholder Rights Plan. Ameriana Bancorp does not have a shareholder rights plan or any other plan, program or agreement involving, restricting, prohibiting or discouraging a change in control or merger of Ameriana Bancorp or the Bank or which may be considered an anti-takeover mechanism.

Shareholder Rights Plan. Company does not have in effect any shareholder rights plan, “poison pill,” or similar plan or arrangement.

Shareholder Rights Plan. The Trust shall seek shareholder approval prior to its adoption of a Rights Plan unless the Board of Trustees determines that, under the circumstances existing at the time, it is in the best interests of the shareholders to adopt a Rights Plan without delay. If a Rights Plan is adopted or extended by the Board of Trustees without prior stockholder approval, such plan must provide that it will expire unless ratified by the shareholders within 12 months of adoption or extension. As used in this section, the term “Rights Plan” refers generally to any plan providing for the distribution of preferred shares, rights, warrants, options or debt instruments to the shareholders of the Trust, designed to assist the Board of Trustees in the exercise of its duties in connection with actual or potential unsolicited takeover proposals or significant share accumulations by conferring certain rights to shareholders upon the occurrence of a “triggering event” such as a tender offer or third-party acquisition of a specified percentage of shares. Notwithstanding anything to the contrary in these Bylaws, this Section 4 may not be altered, amended or repealed except by the shareholders of the Trust by the affirmative vote of a majority of all the votes entitled to be cast on the matter.


Shareholder Rights Plan. On the Investment Closing Date, the Parent Board shall adopt a shareholders rights plan substantially upon terms the terms set forth in Exhibit G.

Shareholder Rights Plan. As of the Amendment Closing Date, EOI has not adopted or implemented, and currently does not have in effect, a shareholder rights plan, a shareholders’ rights agreement, “poison pill” mechanism or any other plan, agreement or mechanism which EOI may adopt or implement in an attempt, or in order to, prevent, delay, impede or restrict transfer of control of EOI or significant acquisitions of EOI Common Shares, or to dilute the holdings of any Person seeking to obtain control of EOI or seeking to acquire a significant acquisition of EOI Common Shares (a “Shareholder Rights Plan”) and none of the Obligors nor any other Non-Listed Subsidiary has voted to adopt or implement any of the foregoing.

Shareholder Rights Plan. In the event that the Company shall distribute “poison pill” rights (“Rights”) pursuant to a “poison pill” shareholder rights plan (a “Rights Plan”), the Company shall, in lieu of making any adjustment pursuant to Section 6, make proper provision so that each Registered Owner who exercises this Warrant after the record date for such distribution and prior to the expiration or redemption of the Rights Plan shall be entitled to receive upon such exercise, in addition to the shares of Common Stock issuable upon such exercise, a number of Rights to be determined as follows: (i) if such exercise occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights (the “Distribution Date”), the same number of Rights to which a holder of a number of shares of Common Stock equal to the number of shares of Common Stock issuable upon such exercise at the time of such exercise would be entitled in accordance with the terms of the Rights Plan; and (ii) if such exercise occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of Common Stock into which this Warrant was exercisable immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms of the Rights Plan to the extent permitted by the terms and conditions of the Rights Plan.