Stockholder Rights Agreement Sample Clauses

Stockholder Rights Agreement. The Stockholder Rights Agreement between the Company and the rights agent party thereto constitutes a valid and binding agreement of each such party enforceable against each such party in accordance with its terms; subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in proceeding in equity or at law); and when issued in accordance with the terms of the Stockholder Rights Agreement, the preferred stock purchase rights, including those associated with the Securities, constitute valid and binding obligations of the Company and the Registration Statement, the General Disclosure Package and the Prospectus contain a summary of the terms of the Stockholder Rights Agreement, which summary is accurate and fair in all material respects.
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Stockholder Rights Agreement. A copy of the Amended and Restated ---------------------------- Stockholder Rights Agreement in substantially the form attached hereto as Exhibit B as entered into by the Company and the Investors on the date hereof (the "STOCKHOLDER RIGHTS AGREEMENT") and as amended by its existing stockholders prior to the Closing.
Stockholder Rights Agreement. The Company, the Investor and the ---------------------------- requisite parties required to amend the Stockholder Rights Agreement shall have entered into the Stockholder Rights Agreement.
Stockholder Rights Agreement. Neither IPS nor any IPS Subsidiary has an effective stockholder rights agreement or any similar plan or agreement which limits or impairs the ability to purchase, or become the direct or indirect beneficial owner of, shares of IPS Common Stock or any other equity or debt securities of IPS or any IPS Subsidiary, other than any stockholder rights plan or stockholder rights agreement that (a) is adopted after the date of this Agreement, (b) does not impair the ability of the parties to consummate the Merger in accordance with the terms of this Agreement, and (c) otherwise does not have an adverse effect on SurgiCare or Merger Sub or on the rights of SurgiCare or Merger Sub under this Agreement.
Stockholder Rights Agreement. The Company and each other holder of the ---------------------------- Company's capital stock shall have executed and delivered the Stockholder Rights Agreement.
Stockholder Rights Agreement. The Xxxxx Board has taken all necessary action to render the Rights Agreement inapplicable to the Merger and the other transactions contemplated by this Agreement and to cause the Xxxxx Rights to expire at or immediately prior to the Effective Time, and neither the execution and delivery of this Agreement nor the consummation of the Merger and the other transactions contemplated by this Agreement will result in the occurrence of a Distribution Date, as defined in the Rights Agreement, or otherwise cause the Xxxxx Rights to become exercisable by the holders thereof.
Stockholder Rights Agreement. The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Registration Rights Agreement, will not contravene the Stockholder Rights Agreement or result in the exercise of any rights under the Stockholder Rights Agreement.
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Stockholder Rights Agreement. The Company shall promptly file a Current Report on Form 8-K with the SEC reporting the existence of the Stockholder Rights Agreement Amendment and take all actions necessary or appropriate for the Stockholder Rights Agreement Amendment to become fully effective, including filing an amendment to the Registration Statement on Form 8-A relating to the Stockholder Rights with the SEC. The Company Board shall not, without the prior written consent of Parent, amend, take any action with respect to, or make any determination under, the Stockholder Rights Agreement (including a redemption of the Stockholder Rights) to facilitate a Takeover Proposal prior to the termination of this Agreement.
Stockholder Rights Agreement. The Stockholder Rights Agreement (as amended by the Stockholder Rights Agreement Amendment) shall be in full force and effect in accordance with its terms, and shall not have been further amended or modified by the Company or the Company Board without the prior written consent of Parent, other than in connection with a Superior Proposal subject to Section 6.02(f);
Stockholder Rights Agreement. The Rights Agreement dated December 2, 1991 (the "Rights Agreement"), between Marcxx Xxxural Gas Services, Inc. and American Securities Transfer, Inc. (the "Rights Agent") is in full force and effect and shall not be modified, amended or supplemented without the consent of the Purchasers, except as provided below. The Board of Directors of the Company has taken all necessary action under the Rights Agreement such that neither the Purchasers nor any of their respective Affiliates or Associates (as such terms are defined in the Rights Agreement) will become an "Acquiring Person" under the Rights Agreement, no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Rights Agreement) will occur under the Rights Agreement, and no holder of any Rights (as such term is defined in the Rights Agreement) issued pursuant to the Rights Agreement will be entitled to receive any benefits under the Rights Agreement, in each case as a result of the approval, execution or delivery of, or performance by the parties under, this Agreement or the consummation of the transactions contemplated by this Agreement, including without limitation, the issuance of the Securities or conversion or exercise of any Securities. From and after the date of this Agreement, the Company shall not take any action that would cause anything in the preceding sentence to no longer be true. At the Closing, the Company and the Rights Agent shall enter into an amendment to the Rights Agreement in the form set forth in Exhibit E attached hereto, which provides, among other things, that the Purchasers' ownership of the Securities will not cause either of the Purchasers or any of their respective Affiliates or Associates to become an
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