Definition of Poison Pill


Poison Pill means a security created or issued by a publicly traded corporation that precludes or limits a person or group of persons from owning beneficially or of record, or from exercising, converting, transferring, or receiving, the security on the same terms as other shareholders or which is intended to have the effect of diluting disproportionately from the shareholders generally the interest of the person or group of persons in the corporation or a successor to the corporation or otherwise discouraging the person or group of persons from acquiring beneficial ownership of shares of the corporation or a successor to the corporation. For the purposes of this subsection:

Examples of Poison Pill in a sentence

Assuming the accuracy of the representations and warranties of Parent set forth in Section 5.16 hereof, the Company has taken all necessary action to exempt the transactions contemplated by this Agreement from all applicable state takeover laws and any comparable provisions in the Articles of Incorporation or Bylaws of the Company or any Rights Agreement, Poison Pill or similar anti-takeover agreement or plan to which the Company or any Subsidiary is a party.
Assuming the accuracy of the representations and warranties of Parent set forth in Section 5.16 hereof, the Company has taken all necessary action to exempt the transactions contemplated by this Agreement from all applicable state takeover laws and any comparable provisions in the Articles of Incorporation or Bylaws of the Company or any "Rights Agreement," "Poison Pill" or similar anti-takeover agreement or plan to which the Company or any Subsidiary is a party.
Silverstein, The Illusory Protections of the Poison Pill, 79 NOTRE DAME L.
Prior to the Option Expiration Date, establish a "Shareholders Rights Plan" or "Poison Pill" or issue any securities in connection therewith.
The affirmative vote of each holder of issued and outstanding shares of Class A Common Stock will be required in the event that the Board of Directors authorizes (in accordance with Section 5.5) a Poison Pill, the terms of which do not treat all issued and outstanding shares of Class A Common Stock in the same manner.