Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code, or any successor provision or replacement provision.
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Samples: Section 382 Rights Agreement (Schmitt Industries Inc), Section 382 Rights Agreement (Rubicon Technology, Inc.), Section 382 Rights Agreement (Onvia Inc)
Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable, with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code, Code or any successor provision or replacement provision.
Appears in 6 contracts
Samples: Rights Agreement (Comverse, Inc.), Rights Agreement (Power One Inc), Rights Agreement (Sirius Xm Radio Inc.)
Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable, the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or with the provisions of Section 382 of the Code, or any successor provision or replacement provision.
Appears in 6 contracts
Samples: Tax Asset Protection Plan (BioScrip, Inc.), Advanced Emissions Solutions, Inc., Tax Asset Protection Plan (AOL Inc.)
Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of shares of Class A Common Stock or Class B Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Class A Common Stock or Class B Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable, with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code, Code or any successor provision or replacement provision.
Appears in 2 contracts
Samples: Rights Agreement (Friedman Billings Ramsey Group Inc), Rights Agreement (Hovnanian Enterprises Inc)
Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock Shares or any other class shares of capital stock beneficial interest in the Company outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock Shares of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable, with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code, Code or any successor provision or replacement provision.
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Determinations and Actions by the Board. (a) For all purposes of this Agreement, any calculation of the number of shares of Common Stock or any other class of capital stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with, as the Board of Directors deems to be applicable, with the last sentence of Rule 13d-3(d)(1)(i13d−3(d)(1)(i) of the General Rules and Regulations under the Exchange Act or the provisions of Section 382 of the Code, Code or any successor provision or replacement provision.
Appears in 1 contract
