Common use of Rights of Action Clause in Contracts

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 40 contracts

Samples: Shareholder Rights Agreement (Avant Immunotherapeutics Inc), Stockholder Rights Agreement (Kendle International Inc), Shareholder Rights Agreement (Avant Immunotherapeutics Inc)

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Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 38 contracts

Samples: Rights Agreement (Wireless Facilities Inc), Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (Vestin Realty Trust I, Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 36 contracts

Samples: Stockholder Rights Agreement (Sensei Biotherapeutics, Inc.), Section 382 Rights Agreement (Internap Corp), Section 382 Rights Agreement (GTT Communications, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 30 contracts

Samples: Rights Agreement (Dominari Holdings Inc.), Rights Agreement, Rights Agreement (Contango ORE, Inc.)

Rights of Action. All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 18 contracts

Samples: Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under SECTION 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 14 contracts

Samples: Rights Agreement (Neuberger Berman Real Estate Income Fund Inc), Rights Agreement (Neuberger Berman Real Estate Income Fund Inc), Rights Agreement (Neuberger Berman Real Estate Income Fund Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's on his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 9 contracts

Samples: Rights Agreement (Mim Corp), Rights Agreement (Jp Realty Inc), Rights Agreement (Mim Corp)

Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 9 contracts

Samples: Rights Agreement (Parks America, Inc), Rights Agreement, Rights Agreement (Nuverra Environmental Solutions, Inc.)

Rights of Action. All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 9 contracts

Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (TRW Automotive Holdings Corp), Rights Agreement (Dillards Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders Nothing in this Section 15 is intended to modify or limit the authority of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions Board of this AgreementDirectors under Section 25.3.

Appears in 8 contracts

Samples: Rights Agreement (Macropore Inc), Rights Agreement (Calypte Biomedical Corp), Rights Agreement (Raychem Corp)

Rights of Action. 15.1. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of shares of the Common Stock of the CompanyStock), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders Nothing in this Section 15 is intended to modify or limit the authority of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions Board of this AgreementDirectors under Section 25.3.

Appears in 6 contracts

Samples: Rights Agreement (Washington Mutual Inc), Rights Agreement (International Remote Imaging Systems Inc /De/), Rights Agreement (Netvantage Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 5 contracts

Samples: Stockholder Rights Agreement (Galera Therapeutics, Inc.), Stockholder Rights Agreement, Stockholder Rights Agreement (Westwood Holdings Group Inc)

Rights of Action. All rights of action in respect of this ---------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 5 contracts

Samples: Shareholder Rights Agreement (Cypress Communications Inc), Shareholder Rights Agreement (Mac-Gray Corp), Shareholder Rights Agreement (Cypress Communications Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 5 contracts

Samples: Rights Agreement (Project Software & Development Inc), Renewed Rights Agreement (Bankboston Corp), Rights Agreement (Project Software & Development Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 4 contracts

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

Rights of Action. All As of the Record Date, all rights of action in respect of this Right Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Rights Agreement.

Appears in 4 contracts

Samples: Rights Agreement (Northstar Neuroscience, Inc.), Rights Agreement (Jamba, Inc.), Rights Agreement (Adam Inc)

Rights of Action. All rights of action in respect of this AgreementPlan, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to before the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to before the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to before the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate (or, before the Distribution Date, such Common Stock) in the manner provided in such Right Rights Certificate and in this AgreementPlan. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Plan and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementPlan.

Appears in 4 contracts

Samples: Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Autobytel Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares and LTD Special Shares); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares and LTD Special Shares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares and LTD Special Shares), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Preferred Stock Rights Agreement (PMC Sierra Inc), Preferred Stock Rights Agreement (PMC Sierra Inc), Preferred Stock Rights Agreement (PMC Sierra Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Stockholders Rights Agreement (Take Two Interactive Software Inc), Stockholders Rights Agreement (Conectiv Inc), Stockholders Rights Agreement (Conectiv Inc)

Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder any section of this Agreement, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforceenforce this Agreement, and may institute and maintain any suit, action or proceeding against the Company to enforceenforce this Agreement, or otherwise enforce or act in respect of, of his right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Common Stock) in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementCompany.

Appears in 3 contracts

Samples: Rights Agreement (Bank of Marin Bancorp), Rights Agreement (Skullcandy, Inc.), Rights Agreement (Legacy Education Alliance, Inc.)

Rights of Action. All From and after the Record Date, all rights of action in respect of this Agreement, other than except rights of action vested in given to the Rights Agent pursuant to Sections 18 20 and 20 21 hereof, are vested in the respective registered holders of the Right Rights Certificates (or, prior to and during the period that commences on the Record Date and ends on the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and from and after the Record Date any registered holder of any Right Rights Certificate (or, prior to during the period that commences on the Record Date and ends on the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights Rights, would not have an adequate remedy at law for or any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, fees incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Rights Agreement (Nuevo Energy Co), Rights Agreement (Bellwether Exploration Co), Rights Agreement (Bellwether Exploration Co)

Rights of Action. All As of the Record Date, all rights of action in respect of this Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofbelow, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Rights Agreement (Invitrogen Corp), Rights Agreement (Jda Software Group Inc), Rights Agreement (Skymall Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to under Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); Shares) and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in such registered holder's his, her or its own behalf and for such registered holder's his, her or its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his his, her or its right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' attorneys fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Rights Agreement (Autobytel Inc), Rights Agreement (Autobytel Inc), Rights Agreement (EMAK Worldwide, Inc.)

Rights of Action. (a) All rights of action in respect of this Rights Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections 18 19 and 20 21 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), Shares) may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall be entitled to specific performance of the obligations hereunder of any Person under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Rights Agreement (Bioveris Corp), Rights Agreement (Bioveris Corp), Rights Agreement (Zimmer Holdings Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Issuance Date, the registered holders of the Common Stock of the CompanyOrdinary Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Issuance Date, of the Common Stock of the CompanyOrdinary Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Issuance Date, of the Common Stock of the CompanyOrdinary Shares), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Agreement, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Shareholder Rights Agreement (Stratasys Ltd.), Rights Agreement (SciSparc Ltd.), Rights Agreement (Stratasys Ltd.)

Rights of Action. (a) All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder any Section of this Rights Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Stockholders Rights Agreement (OceanPal Inc.), Stockholders Rights Agreement (Castor Maritime Inc.), Stockholders Rights Agreement (Castor Maritime Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Tax Benefits Preservation Plan (Genesis Healthcare, Inc.), Rights Agreement (Foot Locker, Inc.), Rights Agreement (Corelogic, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right evidenced Rights represented by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Agreement, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Agreement (Macerich Co), Agreement (Avalon Properties Inc), Agreement (Avalon Properties Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations by the Company of the its obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreementhereunder.

Appears in 3 contracts

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

Rights of Action. All rights of action in respect of this Agreement, other than except any rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Renewed Rights Agreement (Boise Cascade Corp), Renewed Rights Agreement (Textron Inc), Renewed Rights Agreement (Boise Cascade Corp)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Company Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 3 contracts

Samples: Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca)

Rights of Action. All As of the Record Date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (PJT Partners Inc.), Stockholder Rights Agreement (PJT Partners Inc.)

Rights of Action. All rights of action in respect of this ---------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orRights and, prior to the Distribution Datewhere applicable, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (orVoting Class Rights or Class B Common Rights, prior to as the Distribution Date, of the Common Stock of the Company)case may be, without the consent of the Rights Agent or of the holder holders of any other Right Certificate (orVoting Class Rights or Class B Common Rights, prior to as the Distribution Date, of the Common Stock of the Company)case may be, may, in such registered holder's own behalf and for such registered holder's own benefitbenefit and the benefit of other holders of Voting Class Rights or Class B Common Rights, as the case may be, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right such holder's Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders After a Triggering Event, holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

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

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereofSection 20, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders); and any registered holder of any Right Certificate (or, prior to the Distribution Date, registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, registered holders of the Common Stock of the CompanyOrdinary Shares and ADS Holders), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that none of the holders of Rights Rights, the registered holders of Ordinary Shares, or the ADS Holders would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (ReneSola LTD), Rights Agreement (The9 LTD)

Rights of Action. (a) All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Stockholders Rights Agreement (Aegean Marine Petroleum Network Inc.), Stockholders Rights Agreement (Diana Shipping Inc.)

Rights of Action. All As of the Record Date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Rights Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Halozyme Therapeutics Inc), Rights Agreement (Halozyme Therapeutics Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Class A Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Class A Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Class A Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate (or, prior to the Distribution Date, the Class A Common Stock) in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (DynCorp International Inc), Rights Agreement (DynCorp International Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof20, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable fees, costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Discovery Laboratories Inc /De/), Shareholder Rights Agreement (Discovery Laboratories Inc /De/)

Rights of Action. All rights of action in respect of this Agreement, ---------------- other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Agreement, Shareholder Rights Agreement (Sohu Com Inc)

Rights of Action. All As of the record date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Rights Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Finisar Corp), Rights Agreement (Onvia Com Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementAgreement after the Distribution Date.

Appears in 2 contracts

Samples: Rights Agreement (Lazare Kaplan International Inc), Rights Agreement (Lazare Kaplan International Inc)

Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock shares of the CompanyCapital Stock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyCapital Stock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyCapital Stock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Arena Group Holdings, Inc.), Rights Agreement (theMaven, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Agreement, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Agreement (Imperial Credit Industries Inc), Glimcher Realty Trust

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 18, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Company Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Chefs' Warehouse, Inc.), Rights Agreement (WebMD Health Corp.)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, holder of the Common Stock of the CompanyStock), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate (or, prior to the Distribution Date, evidenced by such Common Stock) in the manner provided in such Right Certificate therein and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Southwest Gas Holdings, Inc.), Rights Agreement

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates evidencing shares of Company Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate evidencing shares of Company Common Stock of the CompanyStock), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Pacific Gas & Electric Co), Rights Agreement (Pg&e Corp)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof20, are vested in the respective registered holders of the Right Rights Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc), Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreementthe Company. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (Magenta Therapeutics, Inc.), Stockholder Rights Agreement

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of Company under this Agreement.

Appears in 2 contracts

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

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orRights and, prior to the Distribution Datewhere applicable, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), Rights without the consent of the Rights Agent or of the holder holders of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company)Rights, may, in such registered holder's own behalf and for such registered holder's own benefitbenefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right such holder's Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders After a Triggering Event, holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Capital Environmental Resource Inc), Rights Agreement (Capital Environmental Resource Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreementthe Company. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Stockholder Rights Agreement (Biofrontera Inc.), Stockholder Rights Agreement (KVH Industries Inc \De\)

Rights of Action. (a) All rights of action in respect of this Restated Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder any Section of this Restated Rights Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Restated Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Restated Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Restated Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholders’ Rights Agreement (United Maritime Corp), Shareholders Rights Agreement (Seanergy Maritime Holdings Corp.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyShares and Prefunded Warrants); and any registered holder of any Right Rights Certificate (and, prior to the Distribution Date, of the Common Shares and Prefunded Warrants), without the consent of the Rights Agent or of the registered holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyShares), may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the registered holders of Rights, it is specifically acknowledged that the registered holders of Rights would not have an adequate remedy at law for any breach of this Agreement and and, accordingly, shall be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Turtle Beach Corp), Rights Agreement

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would may not have an adequate remedy at law for any breach of this Agreement and shall be entitled to seek specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Veradigm Inc.), Rights Agreement (Veradigm Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyOrdinary Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyOrdinary Shares), may, in such registered holder's on his own behalf and for such registered holder's his own benefit, may enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate (or, prior to the Distribution Date, such Ordinary Shares) in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Triton Energy Corp), Rights Agreement (Triton Energy LTD)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's holder s own behalf and for such registered holder's holder s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' attorneys fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Wyman Gordon Co), Shareholder Rights Agreement (Wyman Gordon Co)

Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyShares); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of the Common Stock of the CompanyShares), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Energy XXI LTD)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would may not have an adequate remedy at law for any breach of this Agreement and shall be entitled to seek specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Stockholder Rights Agreement

Rights of Action. All rights of action ---------------- in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Glen Burnie Bancorp)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to the Company under this Agreement. Holders of Rights shall be entitled to recover from the Company the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementAgreement against the Company.

Appears in 1 contract

Samples: Stockholder Rights Agreement (First Real Estate Investment Trust of New Jersey)

Rights of Action. All As of the Record Date, all rights of action in respect of this Rights Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Rights Agreement.

Appears in 1 contract

Samples: Rights Agreement (Abaxis Inc)

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Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in that are given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Drive Shack Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement

Rights of Action. (a) All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Bellavista Capital Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations by the Company of the its obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of under this Agreement.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan

Rights of Action. (a) All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective 27 registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover from the Company the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Monarch Dental Corp)

Rights of Action. All rights of action in respect of this Agreement, other than except those rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights rights would not have an adequate remedy at law for any breach of this Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Bancfirst Corp /Ok/)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under SECTION 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Neuberger Berman Real Estate Income Fund Inc)

Rights of Action. All Excepting the rights of action given to the Rights Agent hereunder, including Section 18 and Section 20 hereof, all rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, Agreement are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company)Rights; and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company)Rights, without the consent of the Rights Agent or of the holder holder(s) of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyRight(s), may, in such registered holder's on his/her/its own behalf and for such registered holder's his/her/its own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation to enforce, or otherwise act in respect of, his his/her/its right to exercise the Right Rights evidenced by such Right Certificate Certificate(s) (or, prior to the Distribution Date, the associated Common Shares) in the manner provided in such Right Certificate Certificate(s) and in this Agreement, and the Corporation hereby agrees to reimburse such registered holder for all expenses (including reasonable attorneys' fees) incurred by such registered holder in connection therewith. Without limiting the foregoing or any remedies available to the holders of the Rights, it is specifically acknowledged that the holders of the Rights would not have an adequate remedy at law for any breach of this Agreement the obligations hereunder, and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person Person, subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Urstadt Biddle Properties Inc)

Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Certificates (orand, prior to before the Distribution Date, the registered holders of the Common Stock of the CompanyShares); and any registered holder of any Right Certificate (or, prior before to the Distribution Date, of the any Common Stock of the CompanyShare), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to before the Distribution Date, of the any other Common Stock of the CompanyShare), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate (or, before the Distribution Date, the associated Common Shares certificate) in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (International Multifoods Corp)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofof this Agreement, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Cell Therapeutics Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyCompa- ny); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementSection 16.

Appears in 1 contract

Samples: Renewed Rights Agreement Renewed Rights Agreement (Ionics Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the 30 Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Stockholder Rights Agreement

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any 33 registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Brooktrout Technology Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such xxxxxx’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations by the Company of the its obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of under this Agreement.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Quotient Technology Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthe terms of this Agreement, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution DateTime, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution DateTime, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution DateTime, of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of Company under this Agreement.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Sandridge Energy Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to this Agreement, including Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Tax Benefits Preservation Agreement (Unwired Planet, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in granted to the Rights Agent pursuant hereunder, including but not limited to Sections under Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered first holder's ’s own behalf and for such registered first holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such first holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the registered holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Dresser-Rand Group Inc.)

Rights of Action. All rights of action in respect of ---------------- this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Boston Properties Inc)

Rights of Action. All rights of action in respect of this Rights Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyOrdinary Shares); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Companyany Ordinary Shares), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Companyany Ordinary Shares), may, in such registered holder's his/her own behalf and for such registered holder's his/her own benefit, enforceenforce this Rights Agreement, and may institute and maintain any suit, action or proceeding against the Company to enforceenforce this Rights Agreement, or otherwise enforce or act in respect of, his of his/her right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person (including, without limitation, the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Bonus Rights Agreement (Attunity LTD)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Companycertificates representing Exchangeable Shares); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Companya certificate representing Exchangeable Shares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Companya certificate representing Exchangeable Shares), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (JDS Uniphase Corp /Ca/)

Rights of Action. All rights of action in ---------------- respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expensesto, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Long Island Bancorp Inc)

Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered the holder's ’s own behalf and for such registered the holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock) in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: 382 Rights Agreement (Imation Corp)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the certificates representing shares of Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the a certificate representing shares of Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company Corporation or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Freemarkets Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofthis Agreement, including Section 18, are vested in the respective registered holders of the Right Certificates (or, prior to the Distribution Date, the registered holders of the shares of Common Stock of the Company); Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his right to exercise the Right evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of the Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders The holders of the Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Stockholders’ Rights Agreement (Great Elm Group, Inc.)

Rights of Action. All rights of action in respect of this Rights Agreement, other than except for rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and or Section 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Rights Agreement.

Appears in 1 contract

Samples: Rights Agreement (Hearx LTD)

Rights of Action. All rights of action in respect of this Agreement, other than except any rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementSection 16.

Appears in 1 contract

Samples: Renewed Rights Agreement Renewed Rights Agreement (Textron Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock Shares of the Company); and any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock Shares of the Company), may, in on such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder's right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement Agreement, and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementSection 16.

Appears in 1 contract

Samples: Agreement (Kranzco Realty Trust)

Rights of Action. All rights of action in respect of this ----------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Ibt Bancorp Inc)

Rights of Action. All As of the Record Date, all rights of action in respect of this Right Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Rights Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Rights Agreement. Holders of Rights shall be entitled to recover from the Company the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Rights Agreement.

Appears in 1 contract

Samples: Rights Agreement (PDL Biopharma, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant hereunder, including but not limited to Sections Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (and, prior to the Distribution Date, of the Common Stock), without the consent of the Rights Agent or of the registered holder of any other Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in on such registered first holder's ’s own behalf and for such registered first holder's ’s own benefit, enforce, and may institute and maintain any suit, action action, or proceeding against the Company to enforce, or otherwise act in respect of, his such first holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the registered holders of Rights, it is specifically acknowledged that the registered holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Advanced Emissions Solutions, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Companycertificates representing Exchangeable Shares); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Companya certificate representing Exchangeable Shares), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Companya certificate representing Exchangeable Shares), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementSection 16.

Appears in 1 contract

Samples: Rights Agreement (JDS Uniphase Corp /Ca/)

Rights of Action. All rights of action in respect of this ---------------- Agreement, other than rights of action vested in the Rights Agent pursuant to Sections in Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), may, in such registered the holder's own behalf and for such registered the holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Synergy Financial Group Inc /Nj/)

Rights of Action. All rights of action in respect of this Agreement, other than the rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofhereunder, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of shares of the Common Stock of the CompanyStock); and any registered holder of any Right a Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, any registered holder of shares of the Common Stock of the CompanyStock), may, in such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder hereunder, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person (including the Company) subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Freds Inc)

Rights of Action. All rights of action in respect of this Agreement, other than rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofSection 19, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Common Stock of the Company); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the Company), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the Company), ) may, in such registered holder's own behalf and for such registered holder's own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such registered holder's right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' , fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Shaw Industries Inc)

Rights of Action. All rights of action in respect of this Agreement, other than except the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered the holder's ’s own behalf and for such registered the holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his . the holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock) in the manner provided in such Right Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: 382 Rights Agreement (GlassBridge Enterprises, Inc.)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections 18 and 20 hereofunder Section 18, are vested in the respective registered holders of the Right Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of Shares and the Company); and any Series D Preferred Shares. Any registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company)Shares or Series D Preferred Shares may, without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the Company)Shares or Series D Preferred Shares, may, in on such registered holder's ’s own behalf and for such registered holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his such holder’s right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this AgreementCompany.

Appears in 1 contract

Samples: Rights Agreement (Ashford Inc.)

Rights of Action. All As of the Record Date, all rights of action in ---------------- respect of this Agreement, other than any rights of action vested in the Rights Agent pursuant to Sections 18 and 20 hereofbelow, are vested in the respective registered holders of record of the Right Certificates (orand, prior to the Distribution Date, the registered holders of record of the Common Stock of the CompanyStock); and any registered holder of record of any Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered holder's his own behalf and for such registered holder's his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company or any other Person to enforce, or otherwise act in respect of, his right to exercise the Right Rights evidenced by such Right Certificate in the manner provided in such Right Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall and, accordingly, that they will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations of of, the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (Microtune Inc)

Rights of Action. All rights of action in respect of this Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock of the CompanyStock), may, in such registered the holder's ’s own behalf and for such registered the holder's ’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his the holder’s right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate (or, prior to the Distribution Date, such Common Stock) and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and shall be entitled to specific performance of the obligations hereunder and injunctive relief against actual or threatened violations of the obligations hereunder of any Person subject to this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Rights Agreement (iHeartMedia, Inc.)

Rights of Action. (a) All rights of action in respect of this Rights Agreement, other than excepting the rights of action vested in given to the Rights Agent pursuant to Sections under Section 18 and Section 20 hereof, are vested in the respective registered holders of the Right Rights Certificates (orand, prior to the Distribution Date, the registered holders of the shares of Common Stock of the CompanyStock); and any registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), without the consent of the Rights Agent or of the holder of any other Right Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock of the CompanyStock), may, in such registered holder's his or her own behalf and for such registered holder's his or her own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, his or her right to exercise the Right Rights evidenced by such Right Rights Certificate in the manner provided in such Right Rights Certificate and in this Rights Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach by the Company of this Rights Agreement and shall will be entitled to specific performance of the obligations hereunder under, and injunctive relief against actual or threatened violations by the Company of the obligations hereunder of any Person subject to to, this Agreement. Holders of Rights shall be entitled to recover the reasonable costs and expenses, including attorneys' fees, incurred by them in any action to enforce the provisions of this Agreement.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Diana Containerships Inc.)

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