Stockholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Purchaser is an “Acquiring Person” under any stockholders rights plan or similar 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 the Securities under the Transaction Documents or under any other agreement between the Company and such Purchaser.
Stockholders Rights Plan. The rights (“RG Rights”) issued under RG’s first amended and restated rights agreement, dated as of September 10, 2007, shall attach to all RG Shares and Exchangeable Shares issued in exchange for IRC Shares pursuant to the Arrangement.
Stockholders Rights Plan. No claim will be made or enforced by the Company or any director, officer, employee, representative or other Person acting on behalf of the Company that any Purchaser is an "Acquiring Person" under any stockholders rights plan or similar 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. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.
Stockholders Rights Plan. Safeway will terminate the stockholders rights plan adopted in September 2013 by no later than June 27, 2014.
Stockholders Rights Plan. The Company agrees that prior to the Distribution, it will adopt a stockholders rights plan substantially in the form attached hereto as Exhibit D-1.
Stockholders Rights Plan. Immediately following the execution of this Agreement, the Company agrees to take all necessary actions to amend that certain Rights Agreement, dated as of December 27, 2021, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”), such that (A) (i) the ownership threshold for a person to become an Acquiring Person (as defined in the Rights Agreement) is increased from 7.5% of the Common Shares to 10% of the Common Shares and (ii) the ownership threshold for a Passive Institutional Investor (as defined in the Rights Agreement) to become an Acquiring Person is increased from 10% of the Common Shares to 20% of the Common Shares, and (B) the Final Expiration Date (as defined in the Rights Agreement) shall occur no later than upon conclusion of the 2022 Annual Meeting. 4.
Stockholders Rights Plan. No claim will be made or enforced by the Company or any other Person that any Subscriber is an “Acquiring Person” or any similar term under any stockholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Subscriber 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 Subscribers.
Stockholders Rights Plan. The Board of Directors of the Company has approved and adopted an amendment to the Rights Agreement, a copy of which has been previously delivered to MergerSub and which provides that neither the execution nor delivery of this Agreement nor the consummation of any of the transactions contemplated by this Agreement, including, without limitation, the Merger, shall be deemed to (i) cause MergerSub or any of its respective Affiliates to be deemed to be "Acquiring Persons" within the meaning of the Rights Agreement, (ii) constitute a "Triggering Event" within the meaning of the Rights Agreement, (iii) cause any Rights to become exercisable or to separate from the shares of Common Stock to which they are attached, or (iii) trigger any other provisions of the Rights Agreement, including giving rise to a Distribution Date (as defined in the Rights Agreement), and such amendment shall remain in full force and effect at all times from and after the date hereof.
Stockholders Rights Plan. The Board of Directors of the Company has amended that certain Amended and Restated Rights Agreement, dated March 27, 2007 between the Company and LaSalle Bank National Association (as the Rights Agent) (the "Rights Agreement") to provide that (i) so long as this Agreement has not been terminated pursuant to Section 7.1, Section 13 of the Rights Agreement will not be triggered by the Transactions, and (ii) that the Rights Plan shall automatically terminate as of the Effective Time. ARTICLE IV
Stockholders Rights Plan. The Company hereby acknowledges and agrees that: (i) each Subscriber and each transferee of any Subscriber's Warrant is an "Exempt Person" (or any similar term) or is not an “Acquiring Person” under the Company's Tax Benefits Preservation Plan, dated as of December 29, 2014, by and between the Company and Computershare Inc., as rights agent, as such plan may be amended from time to time, or any other stockholders rights plan or similar plan or arrangement hereafter adopted by the Company intended to protect the tax benefits to the Company presented by the Company's net operating losses ("NOLs") by deterring any person from acquiring shares of Common Stock (or any interest therein) if such acquisition would result in a stockholder (or several stockholders, in the aggregate, who hold their stock as a "group" under the federal securities laws) beneficially owning 4.99% or more of the then-outstanding shares of Common Stock, and (ii) no Subscriber 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 Subscribers.
