Rights Plan Waiver definition

Rights Plan Waiver means the amendment to the Rights Plan as contemplated in the Combination Agreement.
Sample 1

Examples of Rights Plan Waiver in a sentence

  • In the absence of a contrary instruction, the persons named in the enclosed form of proxy intend to vote in favour of the Rights Plan Waiver Resolution, unless the Shareholder who has given the proxy has directed that the Shares represented thereby be voted against such resolution.

  • Vote Required In order to be effective, Rights Plan Waiver Resolution must be approved by (i) a simple majority of 50% plus one vote of the votes cast by the Shareholders in respect thereof at the Meeting and(ii) a simple majority of 50% plus one vote of the votes cast by Shareholders in respect thereof at the Meeting, excluding any votes attached to Shares owned by Emera.

  • None of the execution or the delivery of this Agreement or the taking of any action contemplated by this Agreement results, or will result, in Duke Energy becoming an Acquiring Person (as defined in the Westcoast Rights Plan), provided that, prior to the consummation of the Arrangement, the Westcoast Rights Plan Waiver Resolution is approved by the affirmative vote of a majority of the votes cast by holders of Westcoast Common Shares.

  • The Company shall advise Acquisitionco as Acquisitionco may reasonably request, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and Rights Plan Waiver Resolution.

  • Rights Plan Waiver • The Board would waive the provisions of the Rights Plan and Section 203 of the Delaware General Corporation Law to permit any stockholder to purchase up to 17.5% of the outstanding stock – a modest increase from today’s 15% limit.

  • As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare the Circular together with any other documents required by the BCSA, the BCBCA or other applicable Laws in connection with the approval of the Arrangement Resolution by the Securityholders and the approval of the Rights Plan Waiver Resolution by the holders of Common Shares at the Meeting.

  • None of the execution or the delivery of this Agreement or the taking of any action contemplated by this Agreement results, or shall result, in GSK becoming an Acquiring Person (as defined in the Rights Plan), provided that, prior to the consummation of the Arrangement, the Rights Plan Waiver Resolution is approved by the affirmative vote of a majority of the votes cast by holders of the Common Shares present in person or by proxy and entitled to vote at the Meeting.

  • Paragraph 4 of Article XXIV provides for the general principles related to the formation of an FTA whereas, paragraph 5 – 9 provide for the specific rules.

Related to Rights Plan Waiver

  • 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;

  • Sub-grant Agreement means an agreement entered into, or proposed to be entered into, between the Bank and a Sub-grant Recipient; and

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

  • Notice of Award of Contract / „Letter of Award‟ shall mean the official notice issued by the Owner notifying the Contractor that his bid has been accepted.

  • 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.

  • Vesting Agreement means each or any, as the context implies, agreement or instrument entered into by a holder of LTIP Units upon acceptance of an award of LTIP Units under an Equity Incentive Plan.

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

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • RSU Agreement means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Restricted Stock Units.

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

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

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Stock Unit Agreement means the agreement between the Company and the recipient of a Stock Unit which contains the terms, conditions and restrictions pertaining to such Stock Unit.

  • Stock Incentive Agreement means an agreement between the Company and a Participant or other documentation evidencing an award of a Stock Incentive.

  • RSU Award Agreement means a written agreement between the Company and a holder of a RSU Award evidencing the terms and conditions of a RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary of the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • 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.

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

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

  • Put Option Agreement has the meaning set forth in the recitals.

  • Share Designation has the meaning assigned to such term in ‎Section 3.2(b).

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

  • Restricted Stock Unit Agreement means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

  • Voting Agreements has the meaning set forth in the Recitals.