Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Bisys Group Inc), Rights Agreement (Bisys Group Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENTThe portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No If the Company so determines, no fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Frontline Capital Group), Rights Agreement (Frontline Capital Group)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Steel Rights evidenced by this Steel Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Steel Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Steel Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Steel Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent designated for such purpose and are also available from the Company upon written requestrequest to the Rights Agent. This Steel Rights Certificate, with or without other Steel Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Steel Rights Certificate or Steel Rights Certificates of like tenor and date evidencing an Steel Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Steel Rights evidenced by the Steel Rights Certificate or Steel Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Steel Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Steel Rights Certificate or Steel Rights Certificates for the number of whole Steel Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Steel Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.0l per Steel Right (payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as set forth in the Rights Agreement) (the "Redemption Price") at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Steel Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsVoting Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Steel Rights (other consideration, than Steel Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Steel Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Steel Right or Steel Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Steel Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Steel Right or Steel Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Steel Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________________ , _______ ATTEST: THE BISYS GROUP, INC. USX CORPORATION __________________________ By:By _____________________________ Name: Name: Title: Title: Secretary Title Countersigned: THE BANK OF NEW YORKCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent By:L.L.C. By ___________________________ Authorized Signatory Signature [Form of Reverse Side of Steel Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Steel Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________________ hereby sells, assigns and transfers unto ____________________________________________ _______________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Steel Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________, Attorney, to transfer the within Steel Rights Certificate on the books of the within-named Company, with full power of substitution. Dated as of ___________, ____ ________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Usx Corp), Rights Agreement (Usx Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:,
Appears in 2 contracts
Sources: Rights Agreement (O Reilly Automotive Inc), Rights Agreement (O Reilly Automotive Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of One Cent ($.01) per Right at any time prior to the earlier of (i) the Stock Acquisition Date or time that any Person becomes an Acquiring Person and (ii) the close of business on Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples or one one-thousandths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ ____, _____ ATTEST: BROADBAND TECHNOLOGIES, INC. ______________________, _______ ATTESTBy: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE FIRST UNION NATIONAL BANK OF NEW YORK, as Rights Agent NORTH CAROLINA By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________: ________________________________ (Please print name of transferee) __________________________________________________Title: _____________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfer unto (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) --------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights including the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent designated for such purpose and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right (payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as set forth in the Rights Agreement) (the "Redemption Price") at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsVoting Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. USX CORPORATION _____________________________ By:By ___________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORKCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent By:L.L.C. By _____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________ hereby sells, assigns and transfers unto ____________________________________ ______________________________________________________________________ (Please print Print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________, Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, _____ ___________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Usx Corp), Rights Agreement (Usx Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the time any Person first becomes an Acquiring Person, subject to adjustment in certain events as provided in and (ii) the Rights AgreementFinal Expiration Date. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________ __, 199__ SOUTHERN ELECTRONICS CORPORATION ATTEST: ___________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:By ________________________ Name: ______________________ Name: ____________________ ___________ Secretary Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Countersigned: NATIONAL CITY BANK, N.A. ATTEST: ____________________________ By ________________________ Name: ______________________ Name: ____________________ _________ Secretary Title:___________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________________________________ hereby sells, assigns and transfers unto _____________________ ______________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________________, 199_, _ _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Southern Electronics Corp), Rights Agreement (Southern Electronics Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.005 per RightRight at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________ ___, _______ ATTEST: THE BISYS GROUP, INC. _________________________ SAMSONITE CORPORATION ------------------ By:_____________________ Name: Name: Title: --------------------------- Secretary Title: Countersigned: THE BANK OF NEW YORKBANKBOSTON, as Rights Agent N.A. By:_____________________ : --------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ ----------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (Sign exactly as your name appears on the other side of 1) this Rights CertificateCertificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) Signature Guaranteeafter due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _____________, ____ CERTIFICATE ----------------------- Signature Signature Guaranteed: NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: SAMSONITE CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------- (Please print name and address) ------------------------------------------------------------------------- Dated: _____________, ____ ----------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: ___________, ____ ----------------------- Signature Signature Guaranteed: NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.
Appears in 2 contracts
Sources: Rights Agreement (Samsonite Corp/Fl), Rights Agreement (Samsonite Corp/Fl)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $.02 per Right at any time prior to the earlier of the close of business on (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted tenth business day following the Stock Acquisition Date, Date (as such time period may be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) June 10, 1998. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS GROUP, NEWPORT NEWS SHIPBUILDING INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By___________________________ Authorized Signature -4- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto______________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ___19__ Signature---------------------------- Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Newport News Shipbuilding Inc), Rights Agreement (Newport News Shipbuilding Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company at its option at a redemption price of $.01 per Right (subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (i) the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Record Date) and (y) the Final Expiration Date or (ii) exchanged, in whole or in part, for Common Stock or Common Stock Equivalents. Subject to the Final Expiration Dateprovisions of the Rights Agreement, the Rights evidenced by this Right Certificate (and the Rights Agreement itself) may be redeemed amended by action of the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with 's Board of Directors without the approval of a majority the holders of any of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights AgreementRights. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of of______ ATTEST: CORN PRODUCTS INTERNATIONAL, INC. ______________________, _ By_______ ATTEST: THE BISYS GROUP, INC. _________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________ hereby sells, assigns and transfers unto____________________________ ____________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:___________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: __________________________________ CERTIFICATE Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Corn Products International Inc), Rights Agreement (Corn Products International Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.01 per Right in cash or in shares of Common Stock at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem shall require the concurrence of a majority of the Continuing Directors, and only if . After the Continuing Directors constitute a majority expiration of the number of directors then in office) at a redemption price of $.0025 per Rightperiod, payable at the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof lieu.thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPOPTICAL COATING LABORATORY, INC. _________________________ By:_____________________ Name: Name: Title: Title: Secretary Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ CHASEMELLON SHAREHOLDER SERVICES L.L.C. By Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) 19 Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
Appears in 2 contracts
Sources: Rights Agreement (Optical Coating Laboratory Inc), Rights Agreement (Optical Coating Laboratory Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on prior to the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any earlier of the rights close of a stockholder of business on (i) the Company or time any right to vote for Person first becomes an Acquiring Person, and (ii) the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementFinal Expiration Date. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned ___________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _ _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Nova Corp \Ga\), Rights Agreement (Nova Corp \Ga\)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Sources: Rights Agreement (Medarex Inc), Rights Agreement (Medarex Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of this Rights Certificate until the registered holder hereof shall have (i) completed and signed the certificate contained in the form of assignment on the reverse side of this Rights Certificate and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by this Certificate, or Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the date of public disclosure that an Acquiring Person has exceeded the triggering threshold, subject as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement, and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Sources: Rights Agreement (Claiborne Liz Inc), Rights Agreement (Claiborne Liz Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), (ii) the tenth Business Day following a declaration by resolution the Board of Directors of the Company that a Person is an Adverse Person and (which resolution shalliii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ____ ATTEST: AZTAR CORPORATION ____ ATTEST: THE BISYS GROUP, INC. _________________________ By:By _________________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORKCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent By:L.L.C. By ______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:__________________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Aztar Corp), Rights Agreement (Aztar Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of (i) the close of business on the twentieth day following the Stock Acquisition Date or Date, and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights evidenced by this Certificate generally may not be redeemed by for one hundred eighty (180) days following a change in a majority of the CompanyBoard as a result of a proxy contest, at its optionand thereafter, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with decision to redeem shall require the approval concurrence of a majority of the Continuing Directors. In addition, and only if under certain circumstances following the Continuing Directors constitute a majority Stock Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the number Common Stock, or shares of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No If the Company so determines, no fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one- hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof thereof, a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, ____ ATTEST: NORTHERN TRUST CORPORATION ______________________, __ By_______ ATTEST: THE BISYS GROUP, INC. ___________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE NORWEST BANK OF NEW YORKMINNESOTA, as Rights Agent N.A. By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________, _____ _______________________________________ Signature Signature Medallion Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, with full power assigned and transferred by or on behalf of substitution, a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to transfer said Rights on the books best knowledge of the within-named Companyundersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _______________________, _____ Signature:_______________________________________ (Sign exactly Signature Signature Medallion Guaranteed: NOTICE The signature(s) to the foregoing Assignment and Certificate must correspond to the name as your name appears on written upon the other side face of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:Certificate in every particular, without alteration or enlargement or any change whatsoever.
Appears in 2 contracts
Sources: Rights Agreement (Northern Trust Corp), Rights Agreement (Northern Trust Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Notwithstanding the foregoing, the Rights generally may not be redeemed for ninety (90) days following a change in a majority of the Board of Directors of the Company as a result of a proxy contest. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged in whole or in part for shares of the Company's Common Stock (or shares of Preferred Stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementadjustment. No The Company is not required to issue fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter-signed by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of the ___ day of _________, 19__. SEQUUS PHARMACEUTICALS, INC. By: ______________________ Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: ______________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED______________________, _______ ATTEST: THE BISYS GROUP, INC. __________________________________ By:hereby sells, assigns and transfers unto________________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Sequus Pharmaceuticals Inc), Rights Agreement (Sequus Pharmaceuticals Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Special Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Special Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of special stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Special Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. hereby (other than fractions which are integral multiples of one No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Special Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________, ATTEST: ▇. ▇▇▇▇▇▇▇▇, INC. _______, _____________ ATTEST: THE BISYS GROUP, INC. __By_______________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE NATIONAL CITY BANK OF NEW YORK, as Rights Agent By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 200__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Taylor Ann Stores Corp), Rights Agreement (Taylor Ann Stores Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsClass A Common Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Sources: Rights Agreement (Waddell & Reed Financial Inc), Rights Agreement (Waddell & Reed Financial Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Shares as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .001 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Shares Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Shares Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No The Company, in its sole discretion, may elect not to issue fractional shares of Company Common Stock will be issued Preferred Shares upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof make a cash payment will be madepayment, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Shares would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Sources: Rights Agreement (American Medical Security Group Inc), Rights Agreement (American Medical Security Group Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEAs provided in the Tax Benefits Preservation Plan, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEthe Purchase Price and the number and kind of shares of Preferred Stock or other securities, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, which may be purchased upon the exercise of the Rights evidenced hereby may entitle by this Rights Certificate are subject to modification and adjustment upon the registered holder thereof to purchase capital stock happening of an entity other than certain events, including Triggering Events. 1 The portion of the Company or receive common stock, cash or other assets, all as provided legend in brackets shall be inserted only if applicable and shall replace the Rights Agreementpreceding sentence. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the principal office executive offices of the Company and are available from the Company upon written requestCompany. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.0001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Tax Benefits Preservation Plan), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________[ ], _______ ATTEST: THE BISYS GROUP20[ ]. VELODYNE LIDAR, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKCONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent By:_____________________ : Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) Signature FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Tax Benefits Preservation Plan (Velodyne Lidar, Inc.)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the fifteenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No If the Company so determines, fractional shares of Company Common Preferred Stock will not be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one- hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns Company and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Companyits corporate seal. Dated: ______________________ __, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the 67 happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to share of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock 68 Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the Expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. In addition, common stock the Company may redeem the Right's after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company or other consideration, subject to adjustment in certain events which the majority of "Continuing Directors" (as provided defined in the Rights Agreement) concurs is in the best interest of shareholders. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, hereby but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. 69 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the CompanyCompany and its corporate seal. Dated as of ______________________, 1995 ATTEST: MEDEX, INC. _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:___________________________ Name: Name: Secretary Title: Title: :________________________ Countersigned: THE BANK OF NEW YORK, as Rights Agent The Huntington National Bank By:___________________________ Authorized Signatory Signature 70 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned _____________________________________________________________________ hereby sells, assigns and transfers unto ____________________________________ _____________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:__________________________, 19___. ___________________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, with full power assigned and transferred by or on behalf of substitution, a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to transfer said the Rights on Agreement); (2) after due inquiry and to the books best knowledge of the within-named Companyundersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an affiliate or Associate of an Acquiring Person. Dated: Dated:___________________,19__ _______________________, _____ Signature:________________________ (Sign exactly Signature Signature Guaranteed: NOTICE ------ The signature to the foregoing Assignment and Certificate must correspond to the name as your name appears on written upon the other side face of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:Certificate in every particular, without alteration or enlargement or any change whatsoever.
Appears in 1 contract
Sources: Rights Agreement (Medex Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________, ____ PRAECIS PHARMACEUTICALS INCORPORATED By _______, _______ ATTEST: THE BISYS GROUP, INC. _________________________ Name: Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY By:___________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:___________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the Second Distribution Date, and (ii) the Final Expiration Date, subject to adjustment in certain events extension as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ------------------ WGNB CORP. ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ By ----------------------------- -------------------------------------- Name: Name: ------------------------ --------------------------------- Title: Title: ----------------------- -------------------------------- Countersigned: THE BANK OF NEW YORKSUNTRUST BANK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:ATLANTA
Appears in 1 contract
Sources: Rights Agreement (WGNB Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one eight-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of (i) the Stock Acquisition Date or such time as any Person becomes an Acquiring Person, and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one eight-hundredths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ______200_ ATTEST: THE BISYS GROUPBECTON, INC. _________________________ By:_____________________ Name: Name: Title: TitleDICKINSON AND COMPANY By Secretary ▇▇▇▇▇: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By:_____________________ YORK By Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsClass B Common Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common Class A Common Stock or preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ McDATA CORPORATION By -------------------------------- Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ YORK By ----------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto unto______________________________________ ______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:_________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (McData Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of Certifts entitling the holder to purchase a like tenor and date evidencing an aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPSPORTS AUTHORITY, INC. ______________________________ By: _______________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Signature - 48 - [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED _______________________________________ hereby sells, assigns and transfers unto______________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ____ __ Signature:_____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The foregoing notwithstanding, if adopted the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ____ ATTEST: PEERLESS SYSTEMS CORPORATION ____ ATTEST: THE BISYS GROUP, INC. ___________________________ By:_______________________________ Name: Name: Title: Title: Secretary Title Countersigned: THE NORWEST BANK OF NEW YORKMINNESOTA, as Rights Agent N.A. By:____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________ hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:____________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. The Rights evidenced by this Rights Certificate may be transferred, in whole or in part, upon surrender of this Rights Certificate at the principal office or offices of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to on or before the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. ATTEST: MARKETSPAN CORPORATION -------------------------- By Secretary -------------------------------- Title Countersigned: THE BANK OF NEW YORK, as Rights Agent By --------------------------------- Authorized Signatory Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________ hereby sells, assigns and transfers unto ____________________________________ _________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_______ attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________:______________, _____ Signature:________________________ ------------------------------ Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Rights Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Sign exactly "STAMP") or such other "signature guarantee program" as your name appears on may be determined by the other side Rights Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE 1934, as amended. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Marketspan Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, acting by resolution of its Board of Directors (which resolution shall, if adopted following the Stock Acquisition Date, shall be effective only with the approval of if it is approved by a majority of the Continuing Directors, and only if as such term is defined in the Continuing Directors constitute a majority of the number of directors then in officeRights Agreement) at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or other considerationeconomic rights as such shares. Immediately upon the action of the Board of Directors of the Company, subject to adjustment in certain events acting by resolution (which resolution shall be effective only if it is approved by a majority of the Continuing Directors, as provided such term is defined in the Rights Agreement), authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________, ____ NEW FRONTIER MEDIA, INC. By: _______, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:Name: ________________________________ Name: Name: Title: Title: ________________________________ Countersigned: THE BANK OF NEW YORK, as Rights Agent By:CORPORATE STOCK TRANSFER ___________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _______________________ _______________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. DatedSignature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. The aggregate redemption price otherwise payable to a beneficial holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. For 180 days following a change in control of the Board of Directors of the Company, at its optionthat has not been approved by the Board of Directors, by resolution occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (which resolution shallassuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if adopted they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns Company and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:its corporate seal.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Tax Benefits Plan, the Class A Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights AgreementTax Benefits Plan. This Class A Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class A Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class A Rights Certificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Rights Agreement Tax Benefits Plan are on file at the principal office of the Company Rights Agent designated for such purpose and are available from the Company Rights Agent upon written request. This Class A Rights Certificate, with or without other Class A Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Class A Rights Certificate or Class A Rights Certificates of like tenor and date evidencing an aggregate number of Class A Rights equal to the aggregate number of Class A Rights evidenced by the Class A Rights Certificate or Class A Rights Certificates surrendered. If this Class A Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Class A Rights Certificate or Class A Rights Certificates for the number of whole Class A Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Plan, the Class A Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per RightClass A Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), payable at any time prior to the earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date. In addition, subject to the provisions of the Tax Benefits Plan, at the option of the Company's option , the Class A Rights may be exchanged, in cashwhole or in part, common stock for Units of Series A Preferred or shares of the Class A Common Stock of the Company or other consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Class A Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Stock Series A Preferred will be issued upon the exercise of any Class A Right or Class A Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred, which may, at the election of the Company be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights AgreementTax Benefits Plan. No holder of this Class A Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Series A Preferred or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Class A Rights evidenced by this Class A Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class A Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTESTICO Global Communications (Holdings) Limited Countersigned: THE BISYS GROUP, INC. _________________________ By:_____________________ : Mellon Investor Services LLC Name: as Rights Agent Title: By: By: Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ unto: (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Class A Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Class A Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:
Appears in 1 contract
Sources: Tax Benefits Preservation Plan (ICO Global Communications (Holdings) LTD)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The aggregate redemption price otherwise payable to a beneficial holder of Rights shall be rounded to the nearest $0.01, provided, however, if adopted such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns Company and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:its corporate seal.
Appears in 1 contract
Sources: Rights Agreement (Isolagen Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), subject to adjustment in certain events and (ii) the Final Expiration Date (as provided such term is defined in the Rights Agreement). At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby, other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of Dated: ATTEST: BENTLEY PHARMACEUTICALS, INC. ____________________ By___, _______ ATTEST: THE BISYS GROUP, INC. _________________________ BySecretary Name:________________________ Name: Name: Title: Title: :_________________________ Countersigned: THE BANK OF NEW YORK, as Rights Agent AMERICAN STOCK TRANSFER AND TRUST COMPANY By:______________________ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ , hereby sells, assigns and transfer unto -------------------------------------------------------------------------------- (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ as its attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) --------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights represented by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an representing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights equal to the aggregate number of Rights evidenced represented by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights represented by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date or (as such time period is defined and may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyrepresented hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be represented by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced represented by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No If the Company so determines, fractional shares of Company Common Preferred Stock will not be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ Dated: -------------- ATTEST: THE BISYS GROUPChattem, INC. _________________________ By:_____________________ Name: Name: Title: Inc. By -------------------------------- ----------------------- Secretary Title: Countersigned: THE BANK OF NEW YORKSunTrust Bank, Atlanta, as Rights Agent By:_____________________ By ------------------------------------- Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Sources: Rights Agreement (Chattem Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to notification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. Notwithstanding the foregoing, the Rights evidenced by this Rights Certificate may not be redeemed following a determination pursuant to Section 11(a)(ii)(B) of the Rights Agreement that any Person is an Adverse Person. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________August 25, _______ 1998 ATTEST: THE BISYS GROUP, INC. _________________________ ----------------------------- By:_____________________ Name: Name: ------------------------------------- Title: Title: ---------------------------------- Countersigned: THE BANK OF NEW YORK, as Rights Agent ---------------------- By:_____________________ : --------------------------------- Authorized Signatory [Signature A-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. FINANCIAL SERVICES ACQUISITION CORPORATION By_________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Continental Stock Transfer & Trust Company By Authorized Signatory Officer -------- * The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Financial Services Acquisition Corp /De/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEThe Rights evidenced by this Rights Certificate shall not be exercisable, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEand shall be void so long as held, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancesby a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company in such jurisdiction shall not have been obtained or receive common stock, cash or other assets, all as be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.005 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date, be effective only with and (ii) the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events Final Expiration Date (as provided defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company’s Board of Directors. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of Common Stock) per Right (subject to adjustment). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________, _____ ARBITRON INC. By:_____________, ______________ ATTEST: THE BISYS GROUP, INC. Name:_________________________ Title:__________________________ By:___________________________ Name: Name: :_________________________ Title: Title: :__________________________ Countersigned: Dated as of________________, _____ THE BANK OF NEW YORK, as Rights Agent rights agent By:____________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________________________________________________ hereby sells, assigns and transfers unto ______________________________________________________________________ ______________________________________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________:____________, ____ __ Signature:____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Arbitron Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.001 per Right at any time prior to the earlier of the Close of Business (which resolution shall, if adopted as such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem shall require the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, ____ ATTEST CMAC INVESTMENT CORPORATION ____ ATTEST: THE BISYS GROUP, INC. _________________________ By:: ____________________________ Name: Name: Secretary Title: Title: Countersigned: Countersigned THE BANK OF NEW YORK, as Rights Agent YORK By:: ______________________ Authorized Signatory Signature 56 [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ____ __ Signature:__________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on prior to the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any earlier of the rights close of a stockholder of business on (i) the Company or any right tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rightsand (ii) the Final Expiration Date. The foregoing notwithstanding, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall generally may not be valid or obligatory redeemed for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature one hundred eighty (180) days following a change in a majority of the proper officers Board as a result of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:a proxy contest.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP199 MUELLER INDUSTRIES, INC. _________________________ By:_____________________ Name: Name: Title: By Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ CONTINENTAL STOCK TRANSFER & TRUST COMPANY By Authorized Signatory Officer -47- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended for up to a year pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem or extend the period for redemption shall require the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders af fecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _ _______ , 1996 ATTEST: THE BISYS GROUPLONE STAR ENERGY PLANT OPERATIONS, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________ By_____________________________________ (Please print name of transferee) __________________________________________________Secretary Title: Countersigned: ▇▇▇▇▇▇ TRUST COMPANY OF NEW YORK By_____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:____________________, 19____ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Lone Star Energy Plant Operations Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the Close of Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the Expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. In addition, common stock the Company may redeem the Right's after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company or other consideration, subject to adjustment in certain events as provided which the majority of the Board of Directors concurs is in the Rights Agreementbest interest of shareholders. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory effective for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ . ATTEST: THE BISYS GROUPIMMUCOR, INC. ____________________________ By:: _______________________ Name: Name: Title: Title: Secretary Title Countersigned: THE BANK OF NEW YORK, as Rights Agent RIGHTS AGENT By:_____________________ : Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature. Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ____ Attest: CYBER DIALOGUE INC. By: ____ ATTEST: THE BISYS GROUP, INC. _________________________ By:: ________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as [Name of Rights Agent Agent] By:: ___________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature---------------------------- Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), subject to adjustment in and (ii) the Final Expiration Date. Under certain events as provided circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Disinterested Directors. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS GROUPBECTON, INC. _________________________ By:_____________________ Name: Name: Title: ▇▇▇▇▇▇▇▇▇ AND COMPANY By Secretary Title: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By:_____________________ YORK By Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] ) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ___19__ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one three-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to such time as any Person becomes an Acquiring Person. In addition, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ COMPANIES, INC. _________________________ By:_____________________ ------------------------------ By --------------------------------- Name: Name: Title: Title: Countersigned: THE BANK ▇▇▇▇▇▇ TRUST COMPANY OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory YORK By -------------------------- Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________RECEIVED _________________________________________________ (Please print name of transferee) __________________________________________________hereby sells, assigns and transfers unto _____________________________ ---------------------------------------------------------------------- (Please print name and address of transferee) this Rights evidenced by ---------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundred and fiftieths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed during the 180 day period following an election of Directors resulting in a majority of the Board of Directors being comprised of persons who were not nominated by the Board of Directors in office immediately prior to such election, which election occurs within 180 days of a public announcement by a third party of an intent or proposal to engage in a non-Board approved transaction involving an acquisition of or a business combination with the Company, at its optionunless the Directors have followed certain prescribed procedures or can otherwise establish their actions satisfy certain fairness standards (as more fully defined in the Rights Agreement). In addition, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock Preferred Stock of the Company at an exchange ratio of one share of Common Stock per Right. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person together with all Affiliates and Associates, becomes the Beneficial Owner of 50 or more of the Common Stock then outstanding. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundred and fiftieth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Sources: Rights Agreement (Snap on Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Common Shares that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Common Shares as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the fifteenth day following the Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding Common Shares in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of Company Common Stock or of any other securities which Shares that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Secretary KANEB SERVICES LLC By //s// Howard C. Wadsworth Vice President Countersigned: THE BANK OF NEW YORKCHASE M▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ONAL ASSOCIATION, as Rights Agent By:_____________________ By //s// Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________RECEIVED __________________________ hereby sells, assigns and transfers unto (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________:_______________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option (which resolution shall, if adopted following unless the Stock Acquisition Date, be effective only with the approval of Board shall have made a majority of the Continuing Directors, and only if the Continuing Directors constitute determination that a majority of the number of directors then in officePerson is an Adverse Person) at a redemption price of $.0025 0.001 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Sources: Renewed Rights Agreement (LSB Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: UNITED STATES FILTER CORPORATION ---------------------- By ---------------------------- Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ The Bank of New York By ------------------------ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:----------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _______________, _____ ___________________________________ (Sign exactly Signature Signature Guaranteed: NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as your name appears on written upon the other side face of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:Certificate in every particular, without alteration or enlargement or any change whatsoever.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEAs provided in the Tax Benefits Preservation Plan, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEthe Purchase Price and the number and kind of shares of Preferred Stock or other securities, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, which may be purchased upon the exercise of the Rights evidenced hereby may entitle by this Rights Certificate are subject to modification and adjustment upon the registered holder thereof to purchase capital stock happening of an entity other than the Company or receive common stockcertain events, cash or other assets, all as provided in the Rights Agreementincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Tax Benefits Preservation Plan, the Rights Agreement, evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of (i) the close of business on the tenth Business Day following the Stock Acquisition Date or Date, and (ii) the Final Expiration Date. In addition, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights that are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, DRIVE SHACK INC. _________________________ By:_____________________ Name: Name: Title: By Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) By FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a Preferred Share as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 US$.01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredths of a Preferred Share to the extent permitted by Bermuda law, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP▇▇▇▇▇▇▇ WORKS, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:LTD.
Appears in 1 contract
Sources: Rights Agreement (Stanley Works LTD)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company's option in cash, common stock . Immediately upon the action of the Board of Directors of the Company or other considerationauthorizing redemption, subject to adjustment in certain events as provided in the Rights Agreementwill terminate and the only right of the holders of Rights will be to receive the redemption price. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS VESTA INSURANCE GROUP, INC. ______________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Secretary Name: Title: Countersigned: [RIGHTS AGENT] By: Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________ hereby sells, assigns and transfers unto _______________________________________________ __________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ _____________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed following the occurrence of a Section 11(a)(ii) Event by exchanging shares of Common Stock (or equivalent units of Preferred Stock) for all or part of the outstanding Rights at a ratio of one to one. Upon exercise of the exchange feature, Rights held by all shareholders would be exchanged, other than those held by an Acquiring Person which in accordance with the terms of the Rights Agreement shall become null and void. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the Initial Distribution Date, and (ii) the Final Expiration Date, subject to adjustment in certain events extension as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. Agreement No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ----------------------- WGNB CORP. ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ By ----------------------------- -------------------------------------- Name: Name: ------------------------ --------------------------------- Title: Title: ----------------------- -------------------------------- Countersigned: THE BANK OF NEW YORKSUNTRUST BANK, as Rights Agent By:_____________________ Authorized Signatory ATLANTA ATTEST: By ----------------------------- -------------------------------------- Name: Name: ------------------------ --------------------------------- Title: Title: ----------------------- -------------------------------- [Form of Reverse Side of Initial Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the this Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED ___________________________________________ hereby sells. assigns and transfers unto_____________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:____________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _ _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (WGNB Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the Expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. In addition, common stock the Company may redeem the Rights after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company or other consideration, subject to adjustment in certain events which the Board of Directors of the Company (as provided defined in the Rights Agreement) determines is in the best interest of stockholders. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the CompanyCompany and its corporate seal. Dated as of ______________________, _____, 19__ ATTEST: THE BISYS GROUPMATRIA HEALTHCARE, INC. ____________________________ By:_______________________ Name: Name: Secretary Title: Title: :____________________ Countersigned: THE BANK OF NEW YORKSunTrust Bank, as Rights Agent Atlanta By:_________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) __________________________________________hereby sells, assigns and transfers unto _____________________________________ ------------------------------------------------------------------------------ (Please print name and address of transferee) this Rights evidenced by ------------------------------------------------------------------------------ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _,19_____ Signature. --------------------------- Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEAs provided in the Tax Benefits Preservation Plan, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEthe Purchase Price and the number and kind of shares of Preferred Stock or other securities, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, which may be purchased upon the exercise of the Rights evidenced hereby may entitle by this Rights Certificate are subject to modification and adjustment upon the registered holder thereof to purchase capital stock happening of an entity other than the Company or receive common stockcertain events, cash or other assets, all as provided in the Rights Agreementincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights that are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPMODUSLINK GLOBAL SOLUTIONS, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKAMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent LLC By:_____________________ : Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) Signature FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly Signature Medallion Guaranteed: Signatures must be guaranteed by an “eligible guarantor institution” as your name appears on defined in Rule 17Ad-15 promulgated under the other side Securities Exchange Act of this Rights Certificate) 1934, as amended, which is a member of a recognized Medallion Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:Guarantee Program.
Appears in 1 contract
Sources: Tax Benefits Preservation Plan
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates Certifi ▇▇▇▇▇ for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on prior to the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any earlier of the rights close of a stockholder of business on (i) the Company or any right tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:and
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredth Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office executive offices of the Company and are available from the Company upon written requestabove-mentioned offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Shares as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) Company at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, Right (subject to adjustment in certain events as provided in the Rights Agreement), payable in cash (or, in certain circumstances, Common Shares or any other form of consideration deemed appropriate by the Company's Board of Directors). No The Company shall not be required to issue any fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are one one-hundredth or integral multiples of one one- hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock the Preferred Shares or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________ . INTELLIGENT SYSTEMS CORPORATION By: _________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:: _____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Officer [Form of Reverse Side of Rights Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________ hereby sells, assigns and transfers unto __________________________________________________________ _____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, __________________________ _____________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assetsassets of an entity other than the Company, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementAgreement applicable to a Right, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per Right, payable at the Company's option in cash, common stock cash or other securities or property of the Company or other considerationCompany, subject to adjustment in for certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one half of a share of Common Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which that may at any time be issuable on upon the exercise hereof, ; nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ . ATTEST: THE BISYS GROUPPRINTCAFE SOFTWARE, INC. _________________________ By:_____________________ By By ---------------------------- ---------------------------- Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKMELLON INVESTOR SERVICES LLC, as Rights Agent By:_____________________ Authorized Signatory By ---------------------------- Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPUNITRIN, INC. _________________________ By:_____________________ Name: Name: Title: By Secretary Title: Countersigned: THE BANK OF NEW YORKWACHOVIA BANK, as Rights Agent By:_____________________ NATIONAL ASSOCIATION By Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) Signature FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Unitrin Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .00512 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____19__ ATTEST: THE BISYS GROUPATTEST AQUA AMERICA, INC. _______________________ By ___ By:_____________________ Name: Name: Secretary Title: Title: Countersigned: THE BANK OF NEW YORKCountersigned EQUISERVE TRUST COMPANY, as Rights Agent By:N.A. By ____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] -------------------------------------------------------------------------------- FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED _____________________________________________hereby sells, assigns and transfers unto__________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ___20 __ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Aqua America Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time before the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office executive offices of the Company and the above-mentioned offices of the Rights Agent and are available from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company's option in cash, common stock . Immediately upon the action of the Board of Directors of the Company or other considerationauthorizing redemption, subject to adjustment in certain events as provided in the Rights Agreementwill terminate and the only right of the holders of Rights will be to receive the redemption price. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ AMERICAN SHARED HOSPITAL SERVICES By:_____________________ : --------------------------------- ----------------------------------- Secretary Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent [ ] By:_____________________ : --------------------------- Authorized Signatory Signature 40 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) -------------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE 41 Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (American Shared Hospital Services)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights may be effective exchanged, in whole or in part, for shares of the Common Stock or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only with enable holders to receive the approval shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Continuing Directors, and only if . After the Continuing Directors constitute a majority expiration of the number of directors then in office) at a redemption price of $.0025 per Rightperiod, payable at the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to twenty percent (20%) or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, Right payable at the election of the Company's option , in cash, common stock Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the Company close of business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended or other consideration, subject shortened pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS DAKOTA TELECOMMUNICATIONS GROUP, INC. ________________________________ By:By ________________________________ Name: Name: Title: Title: Countersigned: THE NORWEST BANK OF NEW YORKMINNESOTA, as Rights Agent N.A. By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ , 19__ ______, _____ Signature:_________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Dakota Telecommunications Group Delaware Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the Close of Business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ . ATTEST: THE BISYS GROUPMARS▇ ▇▇▇ERMARKETS, INC. _________________________ ---------------------------- Secretary By:_____________________ Name: Name: ------------------------------- Title: Title: ---------------------------- Countersigned: THE BANK OF NEW YORK, as Rights Agent ----------------------------- By:_____________________ : -------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________RECEIVED ____________________________________________________________ (Please print name of transferee) ________________________________________hereby sells, assigns and transfers unto_______________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights evidenced by -------------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ---------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless there shall be an Adverse Person) be redeemed by the Company at its option at a redemption price of $.Ol per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement), (ii) the date the Rights expire pursuant to Section 13(d) of the Rights Agreement and (iii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (unless the Company determines, in its discretion, to issue fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, hereof nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder stockholders of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, ______ 19__ ATTEST: THE BISYS ASSOCIATED GROUP, INC. __________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________ [Name] [Name] [Title] [Title] Countersigned: [Rights Agent] By_____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FORVALUE RECEIVED_____________________________________________________ (Please print name of transferee) _________________________________________________hereby sells, assigns and transfers unto______________________________ -------------------------------------------------------------------------- (Please print name and address of transferee) this Rights evidenced by -------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) -------------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEAs provided in the Tax Benefits Preservation Plan, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEthe Purchase Price and the number and kind of shares of Preferred Stock or other securities, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, which may be purchased upon the exercise of the Rights evidenced hereby may entitle by this Rights Certificate are subject to modification and adjustment upon the registered holder thereof to purchase capital stock happening of an entity other than the Company or receive common stockcertain events, cash or other assets, all as provided in the Rights Agreementincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights that are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, ______ ATTEST: NEWCASTLE INVESTMENT CORP. By Secretary Title: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By FOR VALUE RECEIVED ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Tax Benefits Preservation Plan (Newcastle Investment Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Tax Benefits Plan, the Class A Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights AgreementTax Benefits Plan. This Class A Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class A Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class A Rights Certificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Rights Agreement Tax Benefits Plan are on file at the principal office of the Company Rights Agent designated for such purpose and are available from the Company Rights Agent upon written request. This Class A Rights Certificate, with or without other Class A Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Class A Rights Certificate or Class A Rights Certificates of like tenor and date evidencing an aggregate number of Class A Rights equal to the aggregate number of Class A Rights evidenced by the Class A Rights Certificate or Class A Rights Certificates surrendered. If this Class A Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Class A Rights Certificate or Class A Rights Certificates for the number of whole Class A Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Plan, the Class A Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per RightClass A Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), payable at any time prior to the earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date. In addition, subject to the provisions of the Tax Benefits Plan, at the option of the Company's option , the Class A Rights may be exchanged, in cashwhole or in part, common stock for Units of Series A Preferred or shares of the Class A Common Stock of the Company or other consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Class A Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Stock Series A Preferred will be issued upon the exercise of any Class A Right or Class A Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred, which may, at the election of the Company be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights AgreementTax Benefits Plan. No holder of this Class A Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Series A Preferred or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Class A Rights evidenced by this Class A Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class A Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTESTICO Global Communications (Holdings) Limited Countersigned: THE BISYS GROUP, INC. _________________________ By:_____________________ : Mellon Investor Services LLC Name: as Rights Agent Title: By: By: Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. unto: Dated: _______________________, _____ SignatureSignature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Tax Benefits Preservation Plan
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No The Company is not required to issue fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: ALLTEL CORPORATION By Secretary Title: Countersigned: THE FIRST UNION NATIONAL BANK OF NEW YORK, as Rights Agent By:_____________________ NORTH CAROLINA By Authorized Signatory Signature A-4 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Alltel Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights including the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent designated for such purpose and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right (payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as set forth in the Rights Agreement) (the "Redemption Price") at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsVoting Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Marathon Oil Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to the aggregate number one one-thousandths of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number a share of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, 199_______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Berkley W R Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP_. APEX MORTGAGE CAPITAL, INC. By:_______________________________ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President and Chief Executive Officer Attest: By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Secretary [SEAL] Countersigned: THE BANK OF NEW YORK By:__________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] ------------------------------------------------------------------------------- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- -------------------------------------- ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ------------------------------------------------------------------------------- Attorney to transfer the within Rights Certificate on the books of the within-named Company with full power of substitution. Dated: ________________________________ _____________________________________ (Please print name of transfereeSIGNATURE) _______________________________________________________________________________ (Please print address of transfereePRINT NAME) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Signature Guaranteed: ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:SIGNATURE)
Appears in 1 contract
Sources: Shareholder Rights Agreement (Apex Mortgage Capital Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Secretary of the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company's option in cash, common stock . Immediately upon the action of the Board of Directors of the Company or other considerationauthorizing redemption, subject the Rights will terminate and the only right of the holders of Rights will be to adjustment in receive the redemption price. Under certain events as provided circumstances set forth in the Rights Agreement, the Rights may not be redeemed for a period of one hundred eighty (180) days. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, TRUE NORTH COMMUNICATIONS INC. ________________________________ By:: ________________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent YORK By:: ____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) Please print social security or other identifying number of transferor: ________________; and transferee: ____________. FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ _____________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11(a)(ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTESTATTEST DISPATCH MANAGEMENT SERVICES CORP. --------------------------------- By: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Secretary ------------------------------- Title: TitleCountersigned AMERICAN STOCK TRANSFER & TRUST COMPANY By: Countersigned: THE BANK ------------------------------------ Authorized Signature [FORM OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights CertificateREVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED ________________________________________ hereby sells, assigns and transfers unto_______________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ----------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Dispatch Management Services Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of November 19, 2002 ATTEST: HEMISPHERX BIOPHARMA, INC. ---------------------------- -------------------------- Name: Ransom W. Etheridge ▇▇me: Title: Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY ------------------------------------ Authorized Signature Form of Reverse Side of Rights Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:hereby sells, assigns and transfers unto ______________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, ___,__ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) -------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Class B Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of 128 the Rights Agent, the Company and the holders of the Class B Rights Certificates and the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above- mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Class B Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing an Class B Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Class B Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B Rights evidenced by this Class B Certificate may be redeemed by the Company at its option at 129 a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Class B Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription 130 rights, or otherwise, until the Class B Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 131 WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, 19_______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Conoco Inc /De)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, 19__ ATTEST: WOOLWORTH CORPORATION ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:By _____________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By:YORK By ________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________, 199__ _____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events as provided in close of business on (i) the Rights Agreementtenth day following the Stock Acquisition Date and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, ▇▇▇▇▇▇ GROUP INC. -------------------- By_________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Continental Stock Transfer & Trust Company By ------------------------ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________________ hereby sells, assigns and transfers unto _______________________ _________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ------------------------------ Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Hoenig Group Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________ ___, _______ ATTEST: THE BISYS GROUP▇▇▇▇▇▇▇▇▇ COMPANY, INC. _________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK▇▇▇▇▇ FARGO BANK, as Rights Agent N.A. By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) : FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:__________________,______ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeMedallion Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Donaldson Co Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Sources: Rights Agreement (Unitrin Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ COMPANIES, INC. _____________________________ By:By _______________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK ▇▇▇▇▇▇ TRUST COMPANY OF NEW YORK, as Rights Agent By:YORK By __________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ________________________ _________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ____ __ Signature:______________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number of shares of Common Stock which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time before the earlier of the Close of Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces such holder's beneficial ownership to 10% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, common the Company may elect to exchange the Rights evidenced by this Certificate in whole or in part for shares of the Company's Common Stock (or shares of preferred stock of the Company or other considerationequal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, subject to adjustment in certain events as provided in the Rights Agreementadjustment. No The Company is not required to issue fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of the ___ day of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Sources: Rights Agreement (Penederm Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.01 per Right at any time prior to the earlier of the Close of Business (which resolution shall, if adopted as such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem shall require the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________, 19__ ATTEST PHILADELPHIA SUBURBAN CORPORATION ______________________, _ By_______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Secretary Title: Title: Countersigned: THE BANK OF NEW YORKCountersigned CHASEMELLON SHAREHOLDER SERVICES, as Rights Agent L.L.C. By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 19 __ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The foregoing notwithstanding, if adopted the Rights generally may not be redeemed for one hundred eighty (180)days following a change in a majority of the Board as a result of a proxy contest. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Russell Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, . VEECO INSTRUMENTS INC. _________________________ By:_____________________ By ------------------------------ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ AMERICAN STOCK TRANSFER AND TRUST COMPANY By ---------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .00512 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____19__ ATTEST: THE BISYS GROUPATTEST AQUA AMERICA, INC. _________________________ By:_____________________ Name: Name: By --------------------------------- -------------------------------- Secretary Title: Title: Countersigned: THE BANK OF NEW YORKCountersigned EQUISERVE TRUST COMPANY, as Rights Agent By:_____________________ N.A. By ----------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED ________________________________________ hereby sells, assigns and transfers unto_____________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ___20 __ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) --------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Aqua America Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Class [A][B] Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _______________________ , _______ ATTEST: THE BISYS GROUP, INCADVANTA CORP. _By:________________________ By:_______________________ Secretary Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent L.L.C. By:__________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED ___________________________________ hereby sells, assigns and transfers unto________________________________________________________________ ___________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Class [A][B] Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney, to transfer the within Class [A][B] Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ , ____ ____________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Rights Agreement (Advanta Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights represented by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an representing Rights entitling the holder to purchase a like aggregate number of one one-hundredths of a share of Preferred Stock as the Rights equal to the aggregate number of Rights evidenced represented by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights represented by this Certificate (i) shall automatically be redeemed unless continuation of the Rights Agreement is approved by the stockholders of the Company at the Company's 2008 annual meeting of stockholders, on the 30th day after that meeting, and (ii) may be redeemed by the Company at its option at any time prior to the earlier of the close of business on (iA) the tenth day following the Stock Acquisition Date or (iias such time period is defined and may be extended pursuant to the Rights Agreement), and (B) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Companyin each case of clauses (i) and (ii) above, at its optiona redemption price of $0.0001 per Right. In addition, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyrepresented hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be represented by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced represented by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ------------------- ATTEST: CAPSTONE TURBINE CORPORATION By:______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:__________________________________ Name: Name: Title: Title: Title Countersigned: THE BANK OF NEW YORK, as Rights Agent MELLON INVESTOR SERVICES LLC By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this the Rights evidenced represented by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ as Agent to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: , _____________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatSignature Guaranteed:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option (which resolution shall, if adopted following unless the Stock Acquisition Date, be effective only with the approval of Board shall have made a majority of the Continuing Directors, and only if the Continuing Directors constitute determination that a majority of the number of directors then in officePerson is an Adverse Person) at a redemption price of $.0025 0.001 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of [______________________, _______ ATTEST: THE BISYS GROUP, INC]. _________________________ By:_____________________ Name: Name: LSB CORPORATION By ------------------------------------- Title: Title: --------------------------------- Countersigned: THE BANK OF NEW YORKCOMPUTERSHARE TRUST COMPANY, as Rights Agent By:_____________________ N.A. By ------------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________________ hereby sells, assigns and transfers unto ______________________________________ _________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ---------------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Sources: Renewed Rights Agreement (LSB Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, Right payable at the election of the Company's option , in cash, common stock Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the Company close of business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended or other consideration, subject shortened pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____19__ ATTEST: THE BISYS GROUPWOLVERINE WORLD WIDE, INC. _____________________________ By:_________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as [Name of the Rights Agent Agent] By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ , 19__ ______, _____ Signature:_________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. The aggregate redemption price otherwise payable at to a beneficial holder of Rights shall be rounded to the Company's option nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. In addition, under certain circumstances following the Share Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common stock for shares of the Common Stock. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No The Company will not be required to issue fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced herebyRight, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Common Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Span America Medical Systems Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .001 per Right at any time prior to the earlier of the close of business on (i) the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged in whole or in part for shares of the Company's Common Stock (or shares of Preferred Stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementadjustment. No The Company is not required to issue fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter-signed by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of the ______________ day of _________, _______ ATTEST: THE BISYS GROUP. ICU MEDICAL, INC. By: _______________________________ Name: Title: Countersigned: ▇▇▇▇▇ ▇▇▇▇▇▇ SHAREHOLDER SERVICES, L.L.C. By:: _____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned ______________________________________________________________ hereby sells, assigns and transfers unto unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Date: ___________________ ________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preference Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preference Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. No fractional shares of Company Common Preference Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preference Stock be issued, fractions which are integral multiples of one one-hundredth of a share of Preference Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPSOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC. _____________________________ By______________________________ Secretary Title:__________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:____________________________________ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED _____________________________________ _______hereby sells, assigns and transfers to________________ _____________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer this Rights Certificate on the books of the Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: :__________________ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: ________________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatSignature Signature Guaranteed:
Appears in 1 contract
Sources: Rights Agreement (Southeastern Michigan Gas Enterprises Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Event. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent and are available from the Company Rights Agent upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional In addition, the Rights may be exchanged, in whole or in part, for shares of Company the Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as Immediately upon the action of ______________________the Board of Directors of the Company authorizing any such exchange, _______ ATTEST: THE BISYS GROUPand without any further action or any notice, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate(other than Rights which are not subject to such exchange) FOR VALUE RECEIVED, will terminate and the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, will only enable holders to transfer said Rights on receive the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:shares issuable upon such
Appears in 1 contract
Sources: Rights Agreement (Sage Inc/Ca)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights may be effective exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only with enable holders to receive the shares issuable upon such exchange. The decision of the Board of Directors of the Company to redeem the Rights is subject to the provisions of the Company's Restated Certificate of Incorporation, as amended, which requires the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then (as defined in office) at a redemption price of $.0025 per Right, payable at the Company's option in cashRestated Certificate of Incorporation, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementamended). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns Company and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Companyits corporate seal. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
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