382 Rights Plan definition

382 Rights Plan means a shareholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of related securities (including rights and shares of a new series of junior participating preferred stock).
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382 Rights Plan means a shareholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of
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382 Rights Plan means a shareholder rights plan
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Examples of 382 Rights Plan in a sentence

  • So long as any shares of Series B Preferred Stock remain outstanding, no dividends shall be declared or paid or set aside for payment on any Parity Securities for any period (other than with respect to a 382 Rights Plan) unless full dividends on all outstanding shares of Series B Preferred Stock for the then-current dividend period have been paid in full or declared and a sum sufficient for the payment thereof set aside for all outstanding shares of Series B Preferred Stock.

  • The Section 382 Rights Plan is intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 4.99% or more of the Company’s outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Board of Directors.

  • Additional information about the Section 382 Rights Plan is available on a Form 8-K filed by SandRidge with the U.S. Securities and Exchange Commission.

  • As defined by the Internal Revenue Code.additional shares without triggering the Section 382 Rights Plan.

  • The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan, the 382 Rights Plan, or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

  • We do not expect additional charges or company outlays of cash related to the class action lawsuit beyond Q2 as this will be covered by our D&O insurance.- 382 Rights Plan - Next are the costs associated with the implementation of the section 382 shareholder rights plan.

  • In order to preserve the benefits of these tax losses, Sterling’s shareholders have approved a protective amendment to Sterling’s restated articles of incorporation and Sterling’s Board has adopted a 382 Rights Plan, both of which restrict certain transfers of stock that would result in investors acquiring more than 4.95 percent of Sterling’s total outstanding common stock.

  • EXHIBIT INDEX ExhibitNumber Exhibit Title10.1 Amendment to Section 382 Rights Plan dated December 2, 2022.99.1 Press release dated December 5, 2022, titled “Merrimack Pharmaceuticals Extends Section 382 Net Operating Loss Rights Plan.”104 Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  • However, data-driven models are depen- dent on the similarity of the current student’s approach to prior student submissions, making it difficult to control the quality of their feedback [39, 51, 59, 46].

  • Additional information about the Section 382 Rights Plan will be available on a Form 8-K to be filed by TEAM with the U.S. Securities and Exchange Commission.


More Definitions of 382 Rights Plan

382 Rights Plan means a shareholder rights plan designed to preserve the utilization of tax benefits and assets and the associated declaration, issuance and exercise of related securities (including rights and shares of a new series of junior participating preferred stock). (ii) “Average VWAP” during a period means the simple arithmetic average of VWAP for each trading day during that period. (iii) “Calculation Date” means the last day of the fiscal quarter immediately preceding the Redemption Date. (iv) “Plan Adjustment Value” means the greater of (A) zero (0), and (B) Fifty Million Dollars ($50,000,000) minus the result obtained by multiplying (i) Tangible Net Asset Value as of the Plan Calculation Date by (ii) the result of dividing (a) the total number of shares of Class C Redeemable Common issued and outstanding as of the Plan Calculation Date by (b) the total number of shares of Class A Common, Class B Common and Class C Redeemable Common issued and outstanding as of the Plan Calculation Date. (v) “Plan Calculation Date” means the first business day on which all conditions to the Corporation’s Joint Plan of Reorganization’s (the “Plan”) confirmation and effectiveness of the Plan in Article IX of the Plan have been satisfied or waived and on which the Plan is consummated. (vi) “Redemption Date” means any date specified by the Corporation that is at least four (4) years after the date of issuance of the Class C Redeemable Common and noticed to the holders of Class C Redeemable Common at least ten (10) days in advance of such redemption. (vii) “Redemption Price” shall equal the greater of (i) Fifty Million Dollars ($50,000,000) divided by the number of shares of Class C Redeemable Common issued and outstanding as of the Plan Calculation Date, and (ii) the sum of (a) the Tangible NetFirst Amended and Restated Articles of Incorporationof Capitol Bancorp Ltd. - 8
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Related to 382 Rights Plan

  • Rights Plan means a plan of the Company providing for the issuance by the Company to all holders of its Common Stock of rights entitling the holders thereof to subscribe for or purchase shares of any class or series of capital stock of the Company which rights (i) are deemed to be transferred with such shares of such Common Stock and (ii) are also issued in respect of future issuances of such Common Stock, in each case until the occurrence of a specified event or events.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Share Option Plan means any equity incentive plan of the General Partner, the General Partner Entity, the Partnership and/or any Affiliate of the Partnership.

  • Option Plan has the meaning ascribed to it in section "4.7" hereinbelow;

  • Company Option Plan means, collectively, each stock option plan, program or arrangement of the Company.

  • Stock Purchase Plan means the employee stock purchase plan to be established by Water Pik pursuant to Section 2.2.

  • Approved Stock Plan means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.

  • Stock Option Plan means any stock option plan now or hereafter adopted by the Company or by the Corporation, including the Corporate Incentive Award Plan.

  • Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

  • Stock Plans shall have the meaning set forth in Section 2.9(a).

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Stock Plan means any stock incentive, stock option, stock ownership or employee benefits plan of the General Partner.

  • Option Plans has the meaning assigned thereto in Section 2.7.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Stock Option Plans means any stock option plan now or hereafter adopted by the Partnership or the General Partner.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Company Stock Option Plans has the meaning ascribed to it in Section 2.6(c).

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

  • Restricted Stock Plan means either the RPM International Inc. 1997 Restricted Stock Plan or the RPM International Inc. 2007 Restricted Stock Plan and any successor plan or arrangement to either of such plans, but shall not be deemed to mean or include the Omnibus Plan.

  • Equity Plan means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or the Corporation.

  • Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.