Common use of Reservation and Availability of Capital Stock Clause in Contracts

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 269 contracts

Samples: 382 Rights Agreement (GlassBridge Enterprises, Inc.), Rights Agreement (News Corp), Rights Agreement (Foot Locker, Inc.)

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Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 132 contracts

Samples: Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan, Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 17 contracts

Samples: Stockholder Rights Agreement (Alteon Inc /De), Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (dELiAs, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, and following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 16 contracts

Samples: Rights Agreement (Duratek Inc), Rights Agreement (Arbitron Inc), Rights Agreement (Via Net Works Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 13 contracts

Samples: Rights Agreement (McKesson Corp), Rights Agreement (Yahoo Inc), Rights Agreement (McKesson Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 12 contracts

Samples: Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (INNOVATE Corp.), Tax Benefits Preservation Plan (Hc2 Holdings, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its any authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 11 contracts

Samples: Rights Agreement (Chicago Rivet & Machine Co), Rights Agreement (Newcor Inc), Rights Agreement (Octel Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Stock Acquisition Date or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Stock Acquisition Date or a Section 13 Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofAgreement, will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that shares issuable pursuant to Section 11(a)(ii) shall be reserved only following the occurrence of an event described in that section.

Appears in 10 contracts

Samples: Rights Agreement (Stancorp Financial Group Inc), Rights Agreement (Arkona Inc), Rights Agreement (Merix Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities, or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, if any) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will shall be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 10 contracts

Samples: Stockholder Rights Agreement (Galera Therapeutics, Inc.), Rights Agreement (Veradigm Inc.), Rights Agreement (Veradigm Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 9 contracts

Samples: Rights Agreement (Cambridge Technology Partners Massachusetts Inc), Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, and following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will shall be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 9 contracts

Samples: Rights Agreement (Wabash National Corp /De), Rights Agreement (Royal Gold Inc), Rights Agreement (Double-Take Software, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 8 contracts

Samples: Rights Agreement (Eloyalty Corp), Rights Agreement (THQ Inc), Rights Agreement (Eloyalty Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 8 contracts

Samples: Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Cord Blood America, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 8 contracts

Samples: Section 382 Rights Agreement (Winland Electronics Inc), Rights Agreement (Mediabistro Inc.), Section 382 Rights Agreement (Broadwind Energy, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Class A Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Class A Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 7 contracts

Samples: Rights Agreement (DynCorp International Inc), Rights Agreement (DynCorp International Inc), Rights Agreement (Chicago Mercantile Exchange Holdings Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock Shares and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 7 contracts

Samples: Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD), Rights Agreement (Stanley Works LTD)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with this Agreement.

Appears in 7 contracts

Samples: Rights Agreement (Amtech Systems Inc), Rights Agreement (Management Network Group Inc), Rights Agreement (Management Network Group Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofof this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 7 contracts

Samples: Shareholder Rights Agreement (Versicor Inc /Ca), Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 6 contracts

Samples: Rights Agreement (WHG Resorts & Casinos Inc), Rights Agreement (WMS Hotel Corp), Rights Agreement (Fotoball Usa Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with this Agreement.

Appears in 6 contracts

Samples: Rights Agreement (Family Dollar Stores Inc), Rights Agreement (Family Dollar Stores Inc), Rights Agreement (Sri Surgical Express Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering an Acquisition Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 6 contracts

Samples: Rights Agreement (Community First Bankshares Inc), Rights Agreement (Transport Corporation of America Inc), Rights Agreement (Urologix Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) that, that (as provided in this Agreement including Section including, without limitation, SECTION 11(a)(iii) hereof)), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 6 contracts

Samples: Rights Agreement (Mikohn Gaming Corp), Rights Agreement (Perot Systems Corp), Rights Agreement (Anchor Gaming)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii11(a) (iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 6 contracts

Samples: Rights Agreement (Rural Metro Corp /De/), Rights Agreement (Open Market Inc), Rights Agreement (Staples Inc)

Reservation and Availability of Capital Stock. (a) The Subject to the provisions of this Agreement (including, without limitation, Section 11(a)(iii) hereof), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, that will be sufficient to permit the exercise in full of all outstanding RightsRights pursuant to the terms of this Agreement.

Appears in 5 contracts

Samples: Rights Agreement (Miix Group Inc), Rights Agreement (Miix Group Inc), Rights Agreement (Shared Medical Systems Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued other securities) or any authorized and issued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Rights Agreement (Central & South West Corp), Rights Agreement (Central & South West Corp), Rights Agreement (Public Service Co of Oklahoma)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Rights Agreement (Lca Vision Inc), Rights Agreement (Lca Vision Inc), Rights Agreement (C3 Inc /Nc/)

Reservation and Availability of Capital Stock. (a) The Company Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Corporation or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofAgreement, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Form of Rights Agreement (Riverwood Holding Inc), Rights Agreement (New Giant CORP), Rights Agreement (Graphic Packaging Holding Co)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Renewal Rights Agreement (Enterprise Bancorp Inc /Ma/), Rights Agreement (Sis Bancorp Inc), Rights Agreement (Lojack Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofAgreement, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Rights Agreement (Chrysler Corp /De), Rights Agreement (Metlife Inc), Rights Agreement (Chrysler Corp /De)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and authorized for issuance and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Rights Agreement (Real Industry, Inc.), Rights Agreement, Rights Agreement (Anchor Bancorp Wisconsin Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), ) the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 5 contracts

Samples: Rights Agreement (Dominion Bridge Corp), Rights Agreement (Equitable Resources Inc /Pa/), Rights Agreement (Armstrong World Industries Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), securities) the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 4 contracts

Samples: Rights Agreement (Edwards Lifesciences Corp), Rights Agreement (Federal Mogul Corp), Rights Agreement (Edwards Lifesciences Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 4 contracts

Samples: Rights Agreement (Lifeline Holdings, Inc.), Rights Agreement (Lifeline Holdings, Inc.), Rights Agreement (Boston Communications Group Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofAgreement, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 4 contracts

Samples: Rights Agreement (Xerox Corp), Rights Agreement (Xerox Corp), Rights Agreement (Insight Enterprises Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Preference Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Preference Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 4 contracts

Samples: Rights Agreement (Honeywell Inc), Rights Agreement (Bethlehem Steel Corp /De/), Rights Agreement (Honeywell Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock of the Company (and, following the occurrence of a Triggering Event, the amount of Common Stock and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof, ) will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 4 contracts

Samples: Rights Agreement, Rights Agreement (Borland Software Corp), Rights Agreement (Western Gas Resources Inc)

Reservation and Availability of Capital Stock. (a) The To the extent required by applicable law, the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii11(b) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Pediatric Services of America Inc), Rights Agreement (Nova Corp \Ga\), Rights Agreement (Nova Corp \Ga\)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept keep available for issuance out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including subject to Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Vocus, Inc.), Rights Agreement (Vitacost.com, Inc.), Rights Agreement (Vitacost.com, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock Shares and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock Shares (and, and following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Intervoice Brite Inc), Rights Agreement (Intervoice Brite Inc), Rights Agreement (Carrington Laboratories Inc /Tx/)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, and following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Northwest Pipe Co), Rights Agreement (Northwest Pipe Co), Rights Agreement (Flir Systems Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities, or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will shall be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Stockholder Rights Agreement (Stratus Properties Inc), Tax Benefits Preservation Plan (Sandridge Energy Inc), Stockholder Rights Agreement (Patterson Uti Energy Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock of the Company (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its authorized and issued shares of Common Stock of the Company held in its treasury), the number of shares of Preferred Common Stock of the Company (and, following the occurrence of a Triggering Event, Common Stock and/or the amount of other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Ibt Bancorp Inc), Rights Agreement (Synergy Financial Group Inc /Nj/), Renewed Rights Agreement Renewed Rights Agreement (Enesco Group Inc)

Reservation and Availability of Capital Stock. (a) The --------------------------------------------- Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Newport News Shipbuilding Inc), Rights Agreement (Anheuser Busch Companies Inc), Rights Agreement (Tenneco Inc /De)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its any authorized and issued shares of Preferred Stock (and following the occurrence of a Triggering Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Communications Systems Inc), Rights Agreement (Arctic Cat Inc), Rights Agreement (Hector Communications Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Barnes Group Inc), Rights Agreement (Mmi Companies Inc), Rights Agreement (Mmi Companies Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, and following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Planetcad Inc), Rights Agreement (Claremont Technology Group Inc), Rights Agreement (Coorstek Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Series A Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Midway Games Inc), Rights Agreement (Midway Games Inc), Rights Agreement (Midway Games Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iiill(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Marsh & McLennan Companies Inc), Rights Agreement (Houghton Mifflin Co), Rights Agreement (Marsh & McLennan Companies Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Class A and Class B Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Class A and Class B Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Conoco Inc /De), Rights Agreement (Conoco Inc /De), Rights Agreement (Conoco Inc /De)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Marathon Stock, Steel Stock and/or other securities securities, or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Marathon Stock, Steel Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Usx Corp), Rights Agreement (Marathon Oil Corp), Rights Agreement (Usx Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock (or Substituted Property) and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock (or Substituted Property) and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (American Apparel, Inc), Rights Agreement (American Apparel, Inc), Rights Agreement (American Apparel, Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Special Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Special Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Rights Agreement (Bentley Pharmaceuticals Inc), Stockholder Rights Agreement (Om Group Inc), Stockholder Rights Agreement (Om Group Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii11(a)(ii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 3 contracts

Samples: Section 382 Rights Agreement (Cohen & Co Inc.), Section 382 Rights Agreement (Cohen & Co Inc.), Section 382 Rights Agreement (Institutional Financial Markets, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Stock Acquisition Date or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Stock Acquisition Date or a Section 13 Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofAgreement, will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that shares issuable pursuant to Section 11(a)(iii) shall be reserved only following the occurrence of an event described in that section.

Appears in 3 contracts

Samples: Rights Agreement (Electro Scientific Industries Inc), Rights Agreement (Electro Scientific Industries Inc), Rights Agreement (Electro Scientific Industries Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock Shares and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Hospitality Properties Trust), Rights Agreement (Hospitality Properties Trust)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will shall be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (NTL Inc/De/), Rights Agreement (NTL Inc)

Reservation and Availability of Capital Stock. (a) a. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Stock Acquisition Date or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Stock Acquisition Date or a Section 13 Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereofAgreement, will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that shares issuable pursuant to Section 11(a)(ii) shall be reserved only following the occurrence of an event described in that section.

Appears in 2 contracts

Samples: Rights Agreement (Tektronix Inc), Rights Agreement (Bioject Medical Technologies Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Motorcar Parts & Accessories Inc), Rights Agreement (Motorcar Parts & Accessories Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, the amount of Common Stock and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof, ) will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Allied Healthcare International Inc), Rights Agreement (4 Kids Entertainment Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series D Preferred Stock (and, and following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Series D Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Smith Charles E Residential Realty Lp), Rights Agreement (Smith Charles E Residential Realty Inc)

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Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock of the Company (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities) or out of its authorized and issued shares of Common Stock of the Company held in its treasury), the number of shares of Preferred Common Stock of the Company (and, following the occurrence of a Triggering Event, Common Stock and/or the amount of other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof, ) will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agent Rights Agreement (Mci Inc), Rights Agent Rights Agreement (Mci Inc)

Reservation and Availability of Capital Stock. (a) The --------------------------------------------- Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Vesta Insurance Group Inc), Rights Agreement (Cobra Electronics Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, out of its authorized and unissued shares of Class A Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, Class A Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Section 382 Rights Agreement (Comstock Holding Companies, Inc.), Section 382 Rights Agreement (Comstock Homebuilding Companies, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares Common Shares of Common Stock the Company and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Renewed Rights Agreement (HRPT Properties Trust), Rights Agreement (Senior Housing Properties Trust)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved reserved, authorized for issuance and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in and subject to the terms and conditions of this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with this Agreement.

Appears in 2 contracts

Samples: 382 Rights Agreement (Windstream Holdings, Inc.), 382 Rights Agreement (WESTMORELAND COAL Co)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and authorized for issuance and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Deerfield Capital Corp.), Rights Agreement (Affordable Residential Communities Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Preferred Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Preferred Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Meridian Point Realty Trust Viii Co/Mo), Rights Agreement (Meridian Point Realty Trust Viii Co/Mo)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), securities) the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Manatron Inc), Rights Agreement (Spartan Motors Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the aggregate number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Tax Benefits Preservation Plan (Liveperson Inc), Tax Benefits Preservation Plan (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Class A Common Stock and/or other securities securities, or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Class A Common Stock and/or other securities, if any) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will shall be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (Purple Innovation, Inc.), Stockholder Rights Agreement

Reservation and Availability of Capital Stock. (a1) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock Shares and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Wit Capital Group Inc), Rights Agreement (Wit Capital Group Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will use reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section SECTION 11(a)(iii) hereof, hereof will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Capital Stock or any authorized and issued shares of Capital Stock held in its treasury (andand will use its best efforts, following the occurrence of a Triggering Section 11(a)(ii) Event, to cause to be reserved and kept available out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares of other securities held in its treasury), the number of shares of Preferred Capital Stock (and, following the occurrence of a Triggering Section 11(a)(ii) Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Quaker State Corp), Rights Agreement (Quaker State Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or Shares or other securities or out of its authorized and issued shares held in its treasurysecurities, as the case may be), the number of shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, Common Stock and/or Shares or other securities, as the case may be) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all of the outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (StealthGas Inc.), Rights Agreement (Qualstar Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii1l(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Corn Products International Inc), Rights Agreement (Corn Products International Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, at or prior to the Expiration Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Bergen Brunswig Corp), Rights Agreement (Bergen Brunswig Corp)

Reservation and Availability of Capital Stock. (a1) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Rights Agreement (Standex International Corp/De/), Rights Agreement (Standex International Corp/De/)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (andand/or, as applicable following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities), or out of its authorized and issued shares of Common Stock (and/or other securities) held in its treasury), the number of shares of Preferred Common Stock (andand/or, as applicable following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will shall be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Nordstrom Inc), Shareholder Rights Agreement

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock of the Company and/or other securities or out of its authorized and issued shares stock held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Five Star Quality Care Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will use its reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Technology Research Corp)

Reservation and Availability of Capital Stock. (a) The --------------------------------------------- Company covenants and agrees that it will use reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the Stock) a number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized but unissued shares of Common Stock and/or other securitiesStock) thatthat will be, except as provided in this Agreement including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding RightsRights as provided in this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Innotrac Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock Shares and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock Shares (and, following the occurrence of a Triggering Event, Common Stock Shares and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Invacare Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities securities), or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, the amount of Common Stock and/or or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Coley Pharmaceutical Group, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its any authorized and issued shares of Common Stock held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Comdisco Inc)

Reservation and Availability of Capital Stock. (a) a. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Preference Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Preference Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Franklin Electric Co Inc)

Reservation and Availability of Capital Stock. (a) The Subject to the provisions of Section 11(f), the Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock or out of its authorized and issued shares of Common Stock held in its treasury (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares of Common Stock and/or other securities held in its treasury, as the case may be), the number of shares of Preferred Common Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (LTX Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Class A Common Stock and Class B Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Class A Common Stock and Class B Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Travelers Property Casualty Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Big Flower Holding Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Preference Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Preference Stock (and, following the occurrence of a Triggering Event, Common Stock and/or and other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Champion International Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Voting Stock and/or other securities securities, or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Voting Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Usx Corp)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section SECTION 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Hospira Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, until the occurrence of an event described in Section 11(a)(ii), it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Eventan event described in Section 11(a)(ii) or Section 13(a) hereof, out of its authorized and unissued shares of Common Stock Shares and/or other securities or out of its authorized and issued shares held in its treasurysecurities), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Eventan event described in Section 11(a)(ii) or Section 13(a) hereof, Common Stock Shares and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Jacobson Stores Inc)

Reservation and Availability of Capital Stock. (a) )...... The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Kaneb Services Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Tempur Sealy International, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued or treasury shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights, provided, however, that the Company shall not be required to reserve and keep available shares of Common Stock sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii), Section 11(a)(iii) or Section 13 unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Quality Systems Inc)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities securities, or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Inspired Entertainment, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Series A Preferred Stock and Series B Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (iHeartMedia, Inc.)

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available available, out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Oshkosh Corp)

Reservation and Availability of Capital Stock. (a) The --------------------------------------------- Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), securities) the number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) that, as provided in this Agreement Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights.

Appears in 1 contract

Samples: Rights Agreement (Imc Global Inc)

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