Common use of Stockholder Rights Plans Clause in Contracts

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the Securities, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the Securities, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 4 contracts

Samples: Indenture (Jakks Pacific Inc), Indenture (Jakks Pacific Inc), Indenture (BGC Partners, Inc.)

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Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, If prior to the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has had distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c15.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 3 contracts

Samples: Indenture (Salix Pharmaceuticals LTD), Indenture (Salix Pharmaceuticals LTD), Indenture (Salix Pharmaceuticals LTD)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c5.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 3 contracts

Samples: Indenture (Borgwarner Inc), Second Supplemental Indenture (Borgwarner Inc), First Supplemental Indenture (Us Airways Inc)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, Stock issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, Stock issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c15.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (MGM Mirage), MGM Resorts International

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, If prior to the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence evidences of indebtedness or other of its assets or property having a fair market value of the rights as provided in Section 4.05(c15.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (Affiliated Managers Group Inc), Synnex Corp

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan agreement or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan agreement or other poison pill, as the same may be amended from time to time. If, however, prior to If at the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement or other poison pill so that the holders of the Securities Noteholders would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all or substantially all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights Distributed Property as provided in Section 4.05(c15.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (Ariad Pharmaceuticals Inc), Indenture (Alaska Communications Systems Group Inc)

Stockholder Rights Plans. To the extent that If the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pillplan, as the same may be amended from time to time. IfThe Company shall not adjust the Conversion Rate upon the adoption of a stockholder rights plan, howeverso long as the rights are not currently exercisable and have not separated from the shares of Common Stock in accordance with the provisions of the applicable rights plan. However, if, prior to the time any conversion of conversionNotes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the Securitiesplan, the Conversion Rate will shall be adjusted at the time of separation as if the Company has distributed to all or substantially all holders of the Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights Distributed Property as provided in Section 4.05(c14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (RumbleON, Inc.), Indenture (RumbleON, Inc.)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders Holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c6.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (Horton D R Inc /De/), Indenture (Horton D R Inc /De/)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c15.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Alliance Data Systems Corp, Alliance Data Systems Corp

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to If at the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c15.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (Sothebys), Alaska Communications Systems Group Inc

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” another rights plan in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c12.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 2 contracts

Samples: Indenture (Ascent Capital Group, Inc.), Indenture (Ascent Capital Group, Inc.)

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Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common StockShares, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock Shares issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, If prior to the time of conversion, however, the rights have separated from the shares of Common Stock Shares in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common StockShares, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common StockShares, shares of Share Capital Stock of the Company, evidence rights or warrants to acquire Share Capital of the Company, evidences of indebtedness or other of its assets or property having a fair market value of the rights as provided in Section 4.05(c14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: MF Global Ltd.

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, If prior to the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has had distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c12.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: Indenture (Kaman Corp)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon any conversion of the SecuritiesNotes into Common Stock, each (i) in addition to any share of Common Stock, if any, Stock issued upon such conversion the converting Holder shall be entitled to receive the appropriate number of rights, if any, and (ii) the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case case, as may be provided by the terms of any such stockholder rights plan or poison pillplan, as the same may be amended from time to time. If, however, prior to If at the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement plan so that the holders of the Securities Holders would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will shall be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence evidences of indebtedness indebtedness, assets, property, rights or other assets or property having a fair market value of the rights warrants as provided in Section 4.05(c14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: Indenture (Take Two Interactive Software Inc)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders Holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c10.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: Indenture (Ual Corp /De/)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities Notes would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c13.04(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: Indenture (Eastman Kodak Co)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the SecuritiesNotes, each share of Class A Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Class A Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to If at the time of conversion, however, the rights have separated from the shares of Class A Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders Holders of the Securities Notes would not be entitled to receive any rights in respect of Class A Common Stock, if any, issuable upon conversion of the SecuritiesNotes, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Class A Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or property having a fair market value of the rights as provided in Section 4.05(c1704(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: First Supplemental Indenture (Sonic Automotive Inc)

Stockholder Rights Plans. To the extent that the Company has a stockholder rights plan or other “poison pill” in effect upon conversion of the Securities, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan or poison pill, as the same may be amended from time to time. If, however, prior to the time of conversion, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable stockholder rights agreement so that the holders of the Securities would not be entitled to receive any rights in respect of Common Stock, if any, issuable upon conversion of the Securities, the Conversion Rate will be adjusted at the time of separation as if the Company has distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or other assets or other property having a fair market value of the rights as provided in Section 4.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Appears in 1 contract

Samples: Indenture (Regis Corp)

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