Stockholders Rights Agreement Sample Contracts
AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT between OCEANPAL INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of January 22, 2025Stockholders Rights Agreement • January 22nd, 2025 • OceanPal Inc. • Deep sea foreign transportation of freight • New York
This Amended and Restated Stockholders Rights Agreement (this "Rights Agreement") is made and entered into as of January 22, 2025, by and between OceanPal Inc., a Marshall Islands corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the "Rights Agent").
STOCKHOLDERS RIGHTS AGREEMENT This Stockholders Rights Agreement (this "Rights Agreement") is made and entered into as of January 4, 2008, by and between Paragon Shipping Inc., a Marshall Islands corporation (the "Company"), and Computershare Trust...Stockholders Rights Agreement • January 4th, 2008 • Paragon Shipping Inc. • Deep sea foreign transportation of freight • New York
EXHIBIT 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT This First Amendment, dated as of October 3, 2005 (this "Amendment"), to the Amended and Restated Stockholders Rights Agreement, dated as of April 28, 1999 (the "Rights...Stockholders Rights Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
DIANA SHIPPING INC.Stockholders Rights Agreement • March 30th, 2010 • Diana Shipping Inc. • Deep sea foreign transportation of freight
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A STOCKHOLDERS RIGHTS AGREEMENT BETWEEN DIANA SHIPPING INC. AND MELLON INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF OCTOBER 7, 2008, (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF DIANA SHIPPING INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. DIANA SHIPPING INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRE
FURNITURE BRANDS INTERNATIONAL, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC as Rights Agent AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT Dated as of February 26, 2010Stockholders Rights Agreement • March 1st, 2010 • Furniture Brands International Inc • Household furniture • Delaware
This AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT, dated as of February 26, 2010 (this “Agreement”) by and between Furniture Brands International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • February 4th, 2010 • Utstarcom Inc • Communications equipment, nec • California
This STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2010 by and among UTStarcom, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Schedule A hereto (the “Investors”).
AMENDMENT NO. 2 TO THE STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • April 2nd, 2014 • Top Ships Inc. • Deep sea foreign transportation of freight
This Amendment No. 2 to the Stockholders Rights Agreement (this "Amendment No. 2") is made and entered into as of March 19, 2014, by and between TOP Ships Inc. (f/k/a TOP Tankers Inc.), a Marshall Islands corporation (the "Company"), and Computershare Trust Company, N.A., successor rights agent to Computershare Investor Services, LLC, as Rights Agent (the "Rights Agent").
EX-99.(D)(3) 12 d869324dex99d3.htm EXHIBIT (D)(3) Exhibit (d)(3) EXECUTION VERSION COMSCORE, INC. STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • May 5th, 2020 • Delaware
This Stockholders Rights Agreement (this “Agreement”) is dated as of February 11, 2015, and is among comScore, Inc., a Delaware corporation (the “Company”), WPP Group USA, Inc., a Delaware corporation (the “Parent Stockholder”), and Cavendish Square Holding B.V., a private limited liability company incorporated in The Netherlands (“Subsidiary Stockholder”, and collectively with the Parent Stockholder, the “Stockholders” and each a “Stockholder”).
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • December 29th, 2020 • Great Elm Group, Inc. • Delaware
STOCKHOLDERS’ RIGHTS AGREEMENT, dated as of December 29, 2020 (this “Agreement”), by and between Great Elm Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). Unless the context otherwise requires, capitalized terms used without definition have the respective meanings given to them in Section 1.
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • May 5th, 2020 • New York
THIS STOCKHOLDERS’ RIGHTS AGREEMENT (this “Agreement”), is made as of November 2, 2016, by and among Aceto Corporation, a New York corporation (“Parent”), Citron Pharma LLC, a New Jersey limited liability company (“Stockholder I”) and Lucid Pharma LLC, a New Jersey limited liability company (“Stockholder II” and together with Stockholder I, “Stockholders”). Certain capitalized terms used in this Agreement are defined in Section 1 of this Agreement. All other capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Product Purchase Agreement (as defined below). This Agreement is the Stockholders’ Rights Agreement contemplated by the Product Purchase Agreement.
EX-10.15 11 a2222855zex-10_15.htm EX-10.15 INOVALON, INC. (A Delaware Corporation) SECOND AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT Dated as of September 15, 2014 Page (continued) Page SECOND AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • May 5th, 2020 • Maryland
THIS SECOND AMENDED AND RESTATED AGREEMENT OF THE STOCKHOLDERS (the “Agreement”) is made as of September 15, 2014, by and among Inovalon, Inc., a Delaware corporation, f/k/a MedAssurant, Inc. (the “Company”), and the holders of Registrable Securities (as defined in this Agreement) (each, a “Stockholder” and collectively, the “Stockholders”).
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • November 7th, 2002 • Pan Pacific Retail Properties Inc • Real estate investment trusts • New York
THIS STOCKHOLDERS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 5, 2002, by and among Pan Pacific Retail Properties, Inc., a Maryland corporation (the “Company”), Lazard Frères Real Estate Investors L.L.C., a New York limited liability company (“LFREI”), LF Strategic Realty Investors L.P., a Delaware limited partnership (“LFSRI”), Prometheus Western Retail Trust, a Maryland real estate investment trust (“Retail Trust”), and Prometheus Western Retail, LLC, a Delaware limited liability company (“Prometheus” and together with LFREI, LFSRI and Retail Trust, the “Lazard Parties,” each, a “Lazard Party”).
ContractStockholders Rights Agreement • August 21st, 2018 • Aegean Marine Petroleum Network Inc. • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS AMENDMENT NO. 1 TO THE STOCKHOLDERS RIGHTS AGREEMENT (this "Amendment") is entered into as of August 15, 2018, by Aegean Marine Petroleum Network Inc., a Marshall Islands corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the "Rights Agent").
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENT This Amendment No. 2 dated as of December 6, 1996 (the "Amendment") to the Third Amended and Restated Stockholders Rights Agreement dated as of May 29, 1996, as amended by...Stockholders' Rights Agreement • December 10th, 1996 • Epix Medical Inc
STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF , 199 ------------- -- -------------------------------------Stockholders Rights Agreement • December 23rd, 1997 • Conectiv Inc • Electric & other services combined • Delaware
STOCKHOLDERS RIGHTS AGREEMENT Dated as of February 13, 2003Stockholders Rights Agreement • February 13th, 2003 • Printcafe Software Inc • Services-prepackaged software • New York
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • September 22nd, 2023 • 1427702 B.C. LTD • Pharmaceutical preparations • Delaware
THIS STOCKHOLDERS’ RIGHTS AGREEMENT (this “Agreement”), is entered into and effective as of January 9, 2023 (the “Effective Date”), by and among Magdalena Biosciences Inc., a Delaware corporation (the “Company”), and each holder of the Common Stock of the Company (as defined below) listed on Schedule A (collectively, the “Stockholders”).
AMENDMENT NO. 1 TO STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • December 29th, 2020 • Great Elm Capital Group, Inc. • Services-prepackaged software
Pursuant to the Agreement and Plan of Merger (the “Plan of Merger”), dated as of December 21, 2020, by and among the Company, Great Elm Group, Inc., a Delaware corporation (“Holdco”) and a direct, wholly-owned subsidiary of the Company, and Forest Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly-owned subsidiary of Holdco, the Company desires to reorganize into a holding company structure pursuant to Section 251(g) of the Delaware General Corporation Law, under which Holdco would become a holding company, by the merger of Merger Sub with and into the Company (the “Reorganization”). In connection with the Reorganization, the Company desires to transfer the rights under the Original Agreement to the stockholders of Holdco by means of (i) this Amendment and (ii) the adoption of a substantially similar rights agreement by Holdco. The Company and the Rights Agent desire to amend the Original Agreement as provided in this Amendment, and upon the execution of this
RECITALSStockholders' Rights Agreement • April 18th, 2000 • Netflix Com Inc • California
800 DEGREES GO, INC. STOCKHOLDERS’ RIGHTS AGREEMENT SEPTEMBER 3, 2021Stockholders’ Rights Agreement • November 4th, 2021 • 800 Degrees Go, Inc. • Retail-eating places • Delaware
This Stockholders’ Rights Agreement (this “Agreement”) is dated as of September 3, 2021, and is among 800 Degrees GO, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, a “Stockholder” and collectively, the “Stockholders”).
CTPARTNERS EXECUTIVE SEARCH INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent STOCKHOLDERS RIGHTS AGREEMENT Dated as of March 4, 2015Stockholders Rights Agreement • March 9th, 2015 • Ctpartners Executive Search Inc. • Services-employment agencies • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT, dated as of March 4, 2015 (this “Agreement”), by and between CTPartners Executive Search Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • June 19th, 2020 • Tortoise Acquisition Corp. • Blank checks • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2020, is entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and each of the stockholders of the Company or Hyliion Inc., a Delaware corporation (“Hyliion”), whose name appears on the signature pages hereto (each a “Stockholder,” and collectively, the “Stockholders”).
AMENDMENT NO. 3 TO STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • December 16th, 2016 • Danaos Corp • Deep sea foreign transportation of freight • New York
This Amendment No. 3 (this “Amendment”) to the Stockholders Rights Agreement, made and entered into as of September 18, 2006, as amended by Amendment No. 1 thereto made and entered into as of August 6, 2010 and Amendment No. 2 thereto made and entered into as of September 16, 2016 (the “Rights Agreement”), by and between Danaos Corporation, a Marshall Islands corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of December 9, 2016, by and between the Company and the Rights Agent.
FURNITURE BRANDS INTERNATIONAL, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC as Rights Agent AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT Dated as of June 18, 2012Stockholders Rights Agreement • June 19th, 2012 • Furniture Brands International Inc • Household furniture • Delaware
This AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT, dated as of June 18, 2012 (this “Agreement”) by and between Furniture Brands International, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
STOCKHOLDERS’ RIGHTS AGREEMENTStockholders’ Rights Agreement • December 21st, 2021 • New York
This Stockholders’ Rights Agreement (this “Rights Agreement” or “Agreement”) is made and entered into as of December 20, 2021, by and between Performance Shipping Inc., a Marshall Islands corporation (the “Company”), and Computershare Inc., a Delaware corporation, as Rights Agent (the “Rights Agent”).
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • February 2nd, 2021 • AppHarvest, Inc. • Agricultural production-crops • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2021, is entered into by and among Novus Capital Corporation, a Delaware corporation (the “Company”), and each of the stockholders of the Company or AppHarvest, Inc., a Delaware public benefit corporation (“AppHarvest”), whose name appears on the signature pages hereto (each a “Stockholder,” and collectively, the “Stockholders”). Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Business Combination Agreement and Plan of Reorganization by and among the Company, ORGA, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and AppHarvest, dated as of September 28, 2020 (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the “BCA”).
MARKETAXESS HOLDINGS INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent STOCKHOLDERS RIGHTS AGREEMENT Dated as of June 2, 2008Stockholders Rights Agreement • June 3rd, 2008 • Marketaxess Holdings Inc • Security brokers, dealers & flotation companies • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT, dated as of June 2, 2008 (the “Effective Date”) by and between MarketAxess Holdings Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability trust company (the “Rights Agent”).
EXHIBIT 10.23 STOCKHOLDER'S RIGHTS AGREEMENT THIS STOCKHOLDER'S RIGHTS AGREEMENT (the "Agreement"), is made and entered into this 30th day of August, 1994, by and among WARBURG, PINCUS INVESTORS, L.P., a Delaware limited partnership ("Warburg"), ALAN...Stockholder's Rights Agreement • August 7th, 1997 • Indus International • Georgia
FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT First Amendment, dated as of December 15, 1998 (the "Amendment"), to the Stockholders Rights Agreement, dated as of November 1, 1995 (the "Rights Agreement"), by and between First Commonwealth, Inc., a...Stockholders Rights Agreement • May 25th, 1999 • Floss Acquisitions Corp • Hospital & medical service plans • Delaware
TAKE-TWO INTERACTIVE SOFTWARE, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights AgentStockholders Rights Agreement • March 26th, 2008 • Take Two Interactive Software Inc • Services-prepackaged software • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT, dated as of March 24, 2008 (the “Effective Date”) by and between Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
AMENDMENT NO. 1 TO THEStockholders Rights Agreement • July 31st, 2014 • Diana Containerships Inc. • Deep sea foreign transportation of freight • New York
This Amendment No. 1 to the Stockholders Rights Agreement (this "Amendment No. 1") is made and entered into as of July 28, 2014, by and between Diana Containerships Inc., a Marshall Islands corporation (the "Company"), and Computershare Inc. (as successor to Mellon Investor Services LLC), as Rights Agent (the "Rights Agent").
AMENDMENT NO. 4 TO STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • December 15th, 2017 • Danaos Corp • Deep sea foreign transportation of freight • New York
This Amendment No. 4 (this “Amendment”) to the Stockholders Rights Agreement, made and entered into as of September 18, 2006, as amended by Amendment No. 1 thereto made and entered into as of August 6, 2010, Amendment No. 2 thereto made and entered into as of September 16, 2016 and Amendment No. 3 thereto made and entered into as of December 9, 2016 (the “Rights Agreement”), by and between Danaos Corporation, a Marshall Islands corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), is made and entered into as of December 15, 2017, by and between the Company and the Rights Agent.
W I T N E S S E T H:Stockholder's Rights Agreement • May 6th, 1997 • TSW International Inc • Georgia
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • November 9th, 2020 • Novus Capital Corp • Agricultural production-crops • Delaware
This STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2020, is entered into by and among Novus Capital Corporation, a Delaware corporation (the “Company”), and each of the stockholders of the Company or AppHarvest, Inc., a Delaware public benefit corporation (“AppHarvest”), whose name appears on the signature pages hereto (each a “Stockholder,” and collectively, the “Stockholders”). Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Business Combination Agreement and Plan of Reorganization by and among the Company, ORGA, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and AppHarvest, dated as of September 28, 2020 (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the “BCA”).
AMENDMENT NO. 1 TO STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • April 20th, 2018 • Box Ships Inc. • Deep sea foreign transportation of freight • New York
This Amendment No. 1, dated as of April 19, 2018 (this “Amendment”), by and between Box Ships Inc., a Marshall Islands corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), amends that certain Stockholders Rights Agreement, dated as of April 18, 2011 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.