Common use of The Rights Agent Clause in Contracts

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more Co-Rights Agents as it may deem necessary or desirable subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them from time to time, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent, its offices, directors and employees for, and to hold them harmless against, any loss, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

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The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint one or more Co-Rights Agents as it may deem necessary or desirable subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents shall be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them from time to time, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent, its offices, directors and employees for, and to hold them harmless against, any loss, liability or expense, incurred without negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

The Rights Agent. (a1) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more Cosuch co-Rights Agents as it may deem necessary or desirable desirable, subject to the prior approval of the Rights Agent. In the event the Corporation appoints one or more Coco-Rights Agents, the respective duties of the Rights Agents and Coco-Rights Agents shall be as the Corporation may determine determine, with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and (including reasonable counsel fees and other disbursements disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent, its officesofficers, directors and employees for, and to hold them such persons harmless against, any loss, liability liability, cost, claim, action, suit, damage, or expense, expense incurred without (that is not the result of negligence, bad faith or wilful misconduct on the part of any one or all of the Rights Agent, its officers, directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

Appears in 2 contracts

Samples: Protection Rights Plan Agreement, Protection Rights Plan Agreement

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more co-rights agents (each, a “Co-Rights Agents Agent”) as it may deem necessary or desirable desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement agreement and the exercise and performance of its duties hereunderhereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, acting reasonably). The Corporation also agrees to indemnify the Rights Agent, its officesofficers, directors and employees for, and to hold it and them harmless against, any loss, liability cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreementagreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or agreement and/or the resignation or removal of the Rights Agent.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

The Rights Agent. (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby xxxxxx accepts such appointment. The Corporation may from time to time appoint one or more co-rights agents (each, a “Co-Rights Agents Agent”) as it may deem necessary or desirable desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement agreement and the exercise and performance of its duties hereunderhereunder (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation, acting reasonably). The Corporation also agrees to indemnify the Rights Agent, its officesofficers, directors and employees for, and to hold it and them harmless against, any loss, liability cost, claim, action, damage, suit or expense, incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreementagreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or agreement and/or the resignation or removal of the Rights Agent.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

The Rights Agent. (a) The Corporation hereby by this Agreement appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereofof this Agreement, and the Rights Agent hereby by this Agreement accepts such appointment. The Corporation may from time to time appoint one or more such co-Rights Agents (“Co-Rights Agents Agents”) as it may deem necessary or desirable desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents Agent and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent and the Co- Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderunder this Agreement (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation). The Corporation also agrees to indemnify the Rights AgentAgent and its officers, its officesemployees, agents and directors and employees for, for and to hold them harmless against, against any loss, liability liability, cost, claim, action, damage, suit or expense, expense incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement

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The Rights Agent. (a) The Corporation hereby by this Agreement appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereofof this Agreement, and the Rights Agent hereby by this Agreement accepts such appointment. The Corporation may from time to time appoint one or more such co-Rights Agents (“Co-Rights Agents Agents”) as it may deem necessary or desirable desirable, subject to the approval of the Rights Agent. In the event the Corporation appoints one or more Co-Rights Agents, the respective duties of the Rights Agents Agent and Co-Rights Agents shall will be as the Corporation may determine with the approval of the Rights Agent and the Co- Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it under this Agreement and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunderunder this Agreement (including the fees and disbursements of any expert or advisor retained by the Rights Agent with the approval of the Corporation). The Corporation also agrees to indemnify the Rights AgentAgent and its officers, its officesemployees, agents and directors and employees for, for and to hold them harmless against, against any loss, liability liability, cost, claim, action, damage, suit or expense, expense incurred without gross negligence, bad faith or wilful misconduct on the part of the Rights Agent, Agent for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, Agreement including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.Agent.‌

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

The Rights Agent. (a1) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more Cosuch co-Rights Agents as it may deem necessary or desirable desirable, subject to the prior approval of the Rights Agent, which shall not be unreasonably withheld. In the event the Corporation appoints one or more Co-co- Rights Agents, the respective duties of the Rights Agents and Coco-Rights Agents shall be as the Corporation may determine determine, with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it hereunder or otherwise agreed to with the Corporation in writing and, from time to time, on demand of the Rights Agent, its reasonable expenses and (including counsel fees and other disbursements of legal counsel, to the extent they are reasonable) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent, its officesAffiliates, directors and its current and former officers, directors, employees and agents for, and to hold them such persons harmless against, any loss, liability liability, cost, claim, action, suit, damage, or expense, expense incurred without (that is not the result of gross negligence, bad faith or wilful misconduct on the part of any one or all of the Rights Agent, its Affiliates, or its current and former officers,‌ directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement

The Rights Agent. 4.1 (a) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation and the holders of Rights in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint one or more Co-such co- Rights Agents as it may deem necessary or desirable desirable, subject to the prior approval of the Rights Agent. In the event the Corporation appoints one or more Coco-Rights Agents, the respective duties of the Rights Agents and Coco-Rights Agents shall will be as the Corporation may determine determine, with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by them it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and (including reasonable counsel fees and other disbursements disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent, its officesofficers, directors and employees for, and to hold them such persons harmless against, any loss, liability liability, cost, claim, action, suit, damage, or expense, expense incurred without (that is not the result of gross negligence, bad faith or wilful misconduct on the part of any one or all of the Rights Agent, its officers, directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

Appears in 1 contract

Samples: Benton Resources

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