Prior Rights Agreement definition

Prior Rights Agreement shall have the meaning set forth in the Recitals.
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Prior Rights Agreement means the Rights Agreement, dated as of March 1, 1989, as amended, between the Company and The Bank of California, N.A. (as rights agent and succeeded in such capacity by ChaseMellon Shareholder Services, L.L.C.).
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Prior Rights Agreement means the Rights Agreement dated as of October 11, 1988 between the Company and State Street Bank and Trust Company, Rights Agent.
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Examples of Prior Rights Agreement in a sentence

  • The Prior Rights Agreement is hereby amended in its entirety and restated herein.

  • Except as expressly modified by this Amendment, all terms of the Prior Rights Agreement shall remain in full force and effect.

  • This Agreement will amend and restate the Prior Rights Agreement to read as set forth herein, when it has been duly executed by parties having the right to so amend and restate the Prior Rights Agreement.

  • Section 7.1 of the Prior Rights Agreement states in part that any term or provision of the Prior Rights Agreement may be amended by a writing signed by the Company and the holders of a majority of the shares of the Registrable Securities.

  • This Agreement, together with all the Exhibits ---------------- hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes the Prior Rights Agreement and any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof.

  • Section 1.7 of the Prior Rights Agreement is amended to add (i) the shares of Common Stock issued to VHA pursuant to that certain Common Stock Purchase Agreement, dated as of January 25, 2001, by and between the Company and VHA and (ii) the shares of Common Stock issued to UHC pursuant to that certain Common Stock Purchase Agreement, dated as of January 25, 2001, by and between the Company and UHC to the definition of Registrable Securities.

  • The Prior Rights Agreement is hereby amended and restated in its entirety.

  • The Major Investors (as defined herein) hereby waive the Right of First Offer, including the notice requirements, set forth in the Prior Rights Agreement with respect to the issuance of Series G-1 Preferred Stock.

  • The Prior Rights Agreement is hereby amended and superseded in its entirety and restated herein.

  • This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled, including the Prior Rights Agreement.


More Definitions of Prior Rights Agreement

Prior Rights Agreement shall have the meaning set forth in the preamble hereto. -17- <PAGE> (r) "REGISTRABLE SECURITIES" shall mean (i) shares of Common Stock issued or issuable to a Holder pursuant to the conversion of the Shares and shares of Common Stock issued or issuable to a Holder upon exercise of the Warrants, and (ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above; provided, however, that Registrable Securities shall not include any shares of Common Stock which have previously been registered or which have been sold to the public either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor's rights under this Agreement are not assigned. (s) The terms "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement. (t) "REGISTRATION EXPENSES" shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, fees and disbursements of counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event by the Company. (u) "RESTRICTED SECURITIES" shall mean any Registrable Securities required to bear the first legend set forth in Section 1.1(b) hereof. (v) "RULE 144" shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. (w) "RULE 145" shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission. (x) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time. (...
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Prior Rights Agreement means that certain “Investor Rights Agreement” dated effective June 26, 2000, by and among the Company and the Series A Holders, the Series B Holders, the Series C Holders, and the Series D Holders.
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Prior Rights Agreement shall have the meaning set forth in the preamble hereto.
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Prior Rights Agreement shall have the meaning set forth in the Background section of this Agreement.
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Prior Rights Agreement shall have the meaning set forth in the Background section of this Agreement.
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Related to Prior Rights Agreement

  • Investor Rights Agreement has the meaning set forth in the Recitals.

  • Rights Agreement shall have the meaning set forth in Section 3(c) hereof.

  • Existing Registration Rights Agreement shall have the meaning given in the Recitals hereto.

  • Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.

  • Company Rights Agreement shall have the meaning set forth in Section 4.3.

  • Registration Rights Agreements means that certain Registration Rights Agreement dated as of the Closing Date by and between the Parent and Laurus and each other registration rights agreement by and between the Parent and Laurus, as each of the same may be amended, modified and supplemented from time to time.

  • Registration Agreement means the Exchange and Registration Rights Agreement dated February 18, 2003 between the Company and the Initial Purchasers relating to the Securities and (b) any other similar Exchange and Registration Rights Agreement relating to Additional Securities.

  • Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.

  • Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

  • Amended and Restated Registration Rights Agreement has the meaning set forth in the Recitals.

  • Investors’ Rights Agreement means the agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.

  • Master Registration Agreement means the agreement of that sets out (among other things) the procedure for a supplier to Register a Supply Point;

  • Initial Agreement has the meaning set forth in the recitals to this Agreement.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers and 5% stockholders of the Company, in the form of Exhibit C attached hereto.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Existing Agreement has the meaning set forth in the recitals hereto.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Voting Agreement has the meaning set forth in the Recitals.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Previous Agreement has the meaning assigned to such term in the Recitals.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015