Seller Rights Agreement Sample Clauses

Seller Rights Agreement. Seller has taken all necessary action so that the entering into of this Agreement, the Bank Merger Agreement and the Seller Option Agreement and the transactions contemplated hereby and thereby do not and will not result in the grant of any rights to any person under the Seller Rights Agreement or enable or require the Seller rights issuable thereunder to be exercised, distributed or triggered. The Seller has adopted an amendment to the Seller Rights Agreement in the form of Exhibit III attached hereto.
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Seller Rights Agreement. On or prior to the Closing Date, the Rights (as defined in the Seller Rights Agreement) shall not have become exercisable or transferable apart from the associated Seller Common Stock.
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Seller Rights Agreement. Section 3.02....................8
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Seller Rights Agreement. Seller has amended, and Seller and the Seller Board have taken all necessary action to amend, the Seller Rights Agreement to render the Rights inapplicable to the execution and delivery of this Agreement and the Voting Agreements and consummation of the Merger and to ensure that (a) neither Buyer nor any of the Buyer Subsidiaries is an Acquiring Person (as defined in the Seller Rights Agreement) pursuant to the Seller Rights Agreement, and (b) a Distribution Date (as defined in the Seller Rights Agreement) does not occur solely by reason of the execution or public announcement or disclosure of this Agreement, the Merger, or the Voting Agreements. Seller and the Seller Board have taken all actions necessary to ensure that the Rights shall expire immediately prior to the Effective Time, without the payment of any money or other consideration.
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Seller Rights Agreement. Seller has taken all necessary action so that the entering into of this Agreement and the Bank Merger Agreement and the transactions contemplated hereby and thereby do not and will not result in the grant of any rights to any person under the Seller Rights Agreement or enable or require the Seller rights issuable thereunder to be exercised, distributed or triggered, and to otherwise ensure that none of Parent, Buyer or any of their respective Affiliates is an Acquiring Person (as such term is defined in the Seller Rights Agreement) by reason of the execution of this Agreement, and that a Distribution Date (as such term is defined in the Seller Rights Agreement) does not occur by reason of the execution of this Agreement. The Seller has adopted an amendment to the Seller Rights Agreement in the form of Exhibit II attached hereto.
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Related to Seller Rights Agreement

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

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Rights Agreement The Company has entered into a rights agreement with respect to the Rights included the Units and the Placement Units with CST substantially in the form filed as an exhibit to the Registration Statement (“Rights Agreement”).

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

  • Rights Agreements The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

  • Company Rights Agreement The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 4.24) reasonably requested by Parent in order to render the Company Rights inapplicable to the Merger and the other transactions contemplated by this Agreement. Except as provided above with respect to the Merger and the other transactions contemplated by this Agreement, the Board of Directors of the Company shall not, without the prior written consent of Parent, amend, take any action with respect to, or make any determination under, the Rights Agreement (including a redemption of the Company Rights) to facilitate an Acquisition Proposal.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

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

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