Rights Agreement; Consequences if Rights Triggered Sample Clauses

Rights Agreement; Consequences if Rights Triggered. The Company Board of Directors shall take all action requested in writing by Parent or Merger Sub in order to render the Company Rights inapplicable to the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated by this Agreement. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Plan, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Plan, in each case in a manner adverse to Parent or Merger Sub. If any Distribution Date, Stock Acquisition Date, Section 11(a)(ii) Event or Section 13 Event (each as defined in the Company Rights Plan) occurs under the Company Rights Plan at any time during the period from the date of this Agreement to the Appointment Time, the Company and Parent shall make such adjustment to the Offer Price as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger, the Tender and Voting Agreement and the other transactions contemplated by this Agreement.
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Rights Agreement; Consequences if Rights Triggered. The Company Board shall take all action requested in writing by Parent in order to render the Company Rights inapplicable to the Offer, the Merger and the other Transactions. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement, in each case in a manner adverse to Parent or Sub. If any Distribution Date or Stock Acquisition Date occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Offer Price as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger and the other Transactions.
Sample 1Sample 2See All (5)
Rights Agreement; Consequences if Rights Triggered. The Company Board shall take all action requested in writing by Parent in order to render the Company Rights inapplicable to the Offer, the Merger and the other Transactions. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement, in each case in a manner adverse to Parent or Sub. If any Distribution Date, Stock Acquisition Date or Common Stock Event occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Offer Price as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger and the other Transactions.
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Rights Agreement; Consequences if Rights Triggered. The Board shall take all action requested by Parent in order to render the Rights according to the Rights Agreement inapplicable to the Offer, the Merger and the other transactions contemplated by this Agreement and by the Stockholder Agreement. Except as approved in writing by Parent, the Board shall not (i) amend the Rights Agreement, (ii) redeem the Rights or (iii) take any action with respect to, or make any determination under, the Rights Agreement. If any triggering event occurs under the Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Transaction Consideration as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected to receive on the date of this Agreement as a result of the Consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and by the Stockholder Agreement.
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Rights Agreement; Consequences if Rights Triggered. The Company Board of Directors shall take all action requested in writing by Parent or Purchaser in order to render the Company Rights inapplicable to the Offer, the Merger, the Support Agreements and the other Transactions. Except as approved in writing by Parent, the Company Board shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement, in each case in a manner adverse to Parent or Purchaser. If any Distribution Date, Stock Acquisition Date or Flip-In Event occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Offer Price as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Offer, the Merger and the other Transactions.
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Rights Agreement; Consequences if Rights Triggered. The Board of Directors of the Company shall take all action requested by the Parents in order to render the Company Rights inapplicable to the Merger and the other transactions contemplated hereby. Except as approved in writing by the Parents, the Board of Directors of the Company shall not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement.
Sample 1
Rights Agreement; Consequences if Rights Triggered. The Company Board shall take all action necessary and appropriate or otherwise requested in writing by Parent in order to render the Company Rights and the Company Rights Agreement inapplicable to the Merger and the other Transactions. Except as approved in writing in advance by Parent, the Company Board shall not (i) amend, modify or waive any provision of the Company Rights Agreement, (ii) redeem the Company Rights or (iii) take any action with respect to, or make any determination under, the Company Rights Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, the Company Board may take any action in connection with the Company Rights Agreement that is specifically required by a final order of a court of competent jurisdiction. If any Distribution Date, Shares Acquisition Date or Triggering Event occurs under the Company Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, the Company and Parent shall make such adjustment to the Exchange Ratio as the Company and Parent shall mutually agree so as to preserve the economic benefits that the Company and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other Transactions.
Sample 1
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Rights Agreement; Consequences if Rights Triggered. Canaan's board of -------------------------------------------------- directors will take all action requested in writing by Parent in order to render the Canaan Rights inapplicable to the Merger and the transactions contemplated by this Agreement. Except as approved in writing by Parent, Canaan's board of directors will not (i) amend the Canaan Rights Agreement, (ii) redeem the Canaan Rights or (iii) take any action with respect to, or make any determination under, the Canaan Rights Agreement, in each case in a manner adverse to Parent or Sub. If any triggering event occurs under the Canaan Rights Agreement at any time during the period from the date of this Agreement to the Effective Time, Canaan and Parent will make such adjustment to the Per Share Merger Consideration as Canaan and Parent will mutually agree so as to preserve the economic benefits that Canaan and Parent each reasonably expected on the date of this Agreement to receive as a result of the consummation of the Merger and the other transactions.
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Related to Rights Agreement; Consequences if Rights Triggered

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Amendment to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Investor Rights Agreement The Investor Rights Agreement substantially in the form attached hereto as Exhibit B shall have been executed and delivered by the parties thereto.

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows:

  • Rights Agreement as Amended The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. The foregoing amendments shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

  • Amendment to Registration Rights Agreement The Registration Rights Agreement is hereby amended as follows:

  • Amendments to Registration Rights Agreement The Parties hereby agree to the following amendments to the Registration Rights Agreement:

  • Amendment of the Rights Agreement Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

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