Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. (b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. (d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Rimage Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-one- hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16February 8, 2013 2018 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 100.00 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby that continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11 (a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) and Section 27 hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability asset forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon the surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly properly completed and executedduly executed (with such signature duly guaranteed, if required), to the Rights Agent at the office or offices of the Rights Agent designated by the Rights Agent for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth thousandths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisedthen exercisable and an amount equal to any tax or charge required to be paid under Section 9(e) below, at or prior to the earliest of (i) the Close of Business on September 16July 24, 2013 2023 (if and only if Stockholder Approval has been obtained on or prior to the final adjournment of the annual meeting of stockholders of the Company scheduled to be held in 2021) (the "“Final Expiration Date"”), (ii) the date of the final adjournment of the annual meeting of the stockholders of the Company scheduled to be held in 2021 (if and only if Stockholder Approval has not been obtained on or prior to such date), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof hereof, (the "Redemption Date"), or (iiiiv) the time at which such all of the Rights (other than the Rights that have become void pursuant to the provisions of Section 7(e) hereof) are exchanged for Common Stock or other assets or securities as provided in Section 24 27 hereof, (v) the time at which the Board of Directors determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits, or (vi) the Close of Business on the first day of a taxable year of the Company to which the Board of Directors determines that no Tax Benefits may be carried forward (the earliest of (i) and (ii) and (iii) and (iv) and (v) and (vi) being herein referred to herein as the “Expiration Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder.
(b) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $100.0044.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase duly and the certificate properly completed and duly executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for per one one-thousandths of a share of Preferred Stock (or other shares, securities, cash or other assets, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Companycharge, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-thousandths of a share of Preferred Shares Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon the exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs shall direct the depositary agent to comply with such request, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to to, or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriatenecessary to comply with this Agreement, after receiptreceipt thereof, promptly deliver such cash for fractional interests as described in clause (ii) hereof, if any, to or upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check, or a wire of immediately available funds payable to the order of the Rights Agent for credit to the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash or other assets. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of the Rights, a number of the Rights be exercised so that only whole shares of the Preferred Stock would be issued.
(d) In case the registered holder of any Right Rights Certificate shall properly exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by any Person who is (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to the holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing plan, agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, agreement, arrangement or understanding, which has as a primary purpose or effect the avoidance of this Section 7(e), or (iv) subsequent transferees of such Persons described in clause (i), (ii) or (iii) of this sentence, shall become null and void, without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 7, unless such registered holder shall have (i) duly properly completed and duly executed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall or the Rights Agent may reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.00125.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price").
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.be
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Sections 23(b) and 24(c) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 the tenth anniversary of the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(c)(ii)(A)(2) hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to in connection with the exercise of a Right shall initially be $100.0080, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of certification and election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares number of one one-hundredths of a Preferred Share (or other security or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k20(j) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of one one-hundredths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from a depositary agent properly appointed by the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the case of a purchase of securities, other than Preferred Shares, pursuant to Section 13 hereof, the Rights Agent shall promptly take the appropriate actions corresponding in such case to that referred to in the foregoing clauses (i) through (iv) of this Section 7(c). In the event that the Company is obligated to issue other securities of the Company, and/or distribute other property or consideration as provided for herein, the Company shall make all arrangements necessary so that such other securities, and/or property or other consideration are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the form of certification and election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Until the Distribution Date, the no Right may be exercised.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof and certificate thereon duly completed and executedexecuted (with signatures duly guaranteed), to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share as to which Rights are Right exercised, at or prior to the earliest of (i) the Close of Business on September 16February 25, 2013 2000 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in consummation of a transaction contemplated by Section 23 hereof (the "Redemption Date"13(e), or (iii) the time at which such Rights are exchanged (the "Exchange Date") as provided in Section 24 hereof24, or (iv) the time at which the Rights are redeemed (the "Redemption Date") as provided in Section 23.
(bc) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof175, and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(d) belowhereof. The Purchase Price and the number of Preferred Shares to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13.
(cd) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and form of certificate thereon duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by bank certified check or bank cashiers' check or money order draft payable to the order of the Company, and such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Right Certificate or the Affiliates or Associates thereof as the Company may reasonably request, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agentand/or, as provided in Section 14, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.with
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)(e) hereof, at any time after the Distribution Date the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including the restrictions on exercisability set forth in Section 9(c) and Section 11(a)(iii)) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth thousandths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisedthen exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) 5:00 P.M., New York, New York time, on March 15, 2021 (such date, the Close of Business on September 16, 2013 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date")hereof, or (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof, (iv) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (v) the close of business on the first day of a taxable year of the Company to which the Board of Directors of the Company determines that no Tax Benefits may be carried forward (the earliest of (i) - (v) being herein referred to as the “Expiration Date”). The obligations of the Rights Agent under this Agreement shall terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof); provided, that following such termination the Rights Agent shall be required to complete all of its outstanding work and all work, if any, required to be performed by it under this Agreement in connection with such expiration, exercise, redemption or exchange.
(b) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock pursuant to the exercise of a Right initially shall initially be $100.0012.00, shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof, Section 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon Subject to (e) hereof, upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase duly and the certificate properly completed and duly executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for per one one-thousandth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with under Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Company9(e) hereof, the Rights Agent shall, subject to Section 7(f) and Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-thousandths of a share of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its and directs each such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby irrevocably authorizes and directs the each such depositary agent to comply with such request, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash cash, if any, to be paid in lieu of the issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or or, upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriatenecessary to comply with this Agreement, after receiptreceipt thereof, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, shall be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.
(d) In case the registered holder of any Right Rights Certificate shall properly exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and, if requested and provided with all necessary information and documents by the registered holder of Rights Certificates, delivered to to, or upon the order of, the registered holder of such Right Rights Certificate or to such holder's its duly authorized assigns, registered in such name or names as may be designated by such holder, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or an Associate or Affiliate of the Acquiring Person) to holders of equity interests in such Acquiring Person (or such Associate or Affiliate of an Acquiring Person) or to any Person with whom the Acquiring Person (or an Associate or Affiliate of the Acquiring Person) has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer that the Board has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this (e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, or any Rights Certificate which formerly evidenced such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent when this (e) and/or Section 4(b) hereof applies and shall use all reasonable efforts to ensure that the provisions of this (e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability or obligation to any holder of Rights Certificates or any other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or their respective transferees hereunder. Until such notice is received by the Rights Agent, the Rights Agent shall have no duties, responsibilities or obligations with respect to this (e) and Section 4(b) hereof and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and duly executed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Tax Benefits Preservation Plan (Acacia Research Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16July 20, 2013 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 175 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (dincluding Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder of any thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate shall exercise less no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued represented by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.were so exercised,
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16July 1, 2013 2014 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 20.00 (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. Neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or to any other Person as a result of the Company's failure to make any determinations with respect to an Acquiring Person or such Acquiring Person's Affiliates, Associates or transferees hereunder.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16December 14, 2013 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 70.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (dincluding Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder of any thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate shall exercise less no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued represented by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.were so exercised,
Appears in 1 contract
Sources: Rights Agreement (Vixel Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-one- hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 1620, 2013 2017 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 200.00 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby that continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11 (a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16December 12, 2013 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 125.00 (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) . In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.event that the
Appears in 1 contract
Sources: Rights Agreement (Diversa Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed executed and executedthe certificate contained therein duly completed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 16February 5, 2013 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock purchasable pursuant to the exercise of a Right shall initially be $100.00250, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase set forth on the reverse side thereof duly completed executed and executedthe certificate contained therein duly completed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) Stock certificates for the number of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs irrevocably authorizes the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such the registered holder shall have (i) duly properly completed and executed signed the form of election to purchase certificate set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and the Affiliates and Associates of such Right Certificate Beneficial Owner (or Affiliates or Associates thereof former Beneficial Owner) as the Company or the Rights Agent shall reasonably request.
(f) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Stock or any Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16November 3, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 170 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) . In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor event that the Company shall be is obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side issue securities of the Right Certificate surrendered for such exercise, and Company other than Preferred Shares (iiincluding Common Shares) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial OwnerCompany pursuant to Section 11(a) of such Right Certificate or Affiliates or Associates thereof as hereof, the Company shall reasonably request.will make all
Appears in 1 contract
Sources: Rights Agreement (Cerus Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the 7.1 The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2, have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each multiplied by the number of one one-hundredth thousandths of a Preferred Share as for which a Right that is exercised is then exercisable and an amount equal to which Rights are exercisedany applicable transfer tax or charges required to be paid pursuant to Section 9, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof (the "Redemption Date")23, or and (iii) the time at which such the Rights are exchanged as provided in pursuant to Section 24 hereof24.
(b) 7.2 The Purchase Price for purchase price to be paid upon the exercise of each Right to purchase one one-hundredth thousandth of a Preferred Share pursuant to the exercise of represented by a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 90.00 (the “Purchase Price”) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of a Preferred Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which a Right is exercisable shall be subject to adjustment from time to time as provided in Sections 11 and 13.
(c) 7.3 Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly and certificate properly completed and duly executed, accompanied by payment of the Purchase Price for the shares to be purchased number of Rights exercised and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or from the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the any such depositary agent to comply with such request, ; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, or Section 24; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated in writing by such holder, ; and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement.
(d) In case 7.4 If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) 7.5 Notwithstanding anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities of the Company upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and duly executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof thereof, as the Company and the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)34 hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof properly and duly completed and executed, to the Rights Agent at the office or offices Designated Office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16June 18, 2013 2019 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0012.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase properly and duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the such depositary agent), ) and the Company hereby directs the such depositary agent to comply with such request, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, ; and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii7(e), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16December 7, 2013 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof(the "Exchange Date").
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares Preferred Shares (or other shares, securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit with a depository agent the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agenthereunder, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of their respective Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Cyberoptics Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e)hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16July 23, 2013 2018 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date")hereof, or (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof24, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (such earliest time being herein referred to as the "Expiration Date").
(b) The Purchase Price for each one one-hundredth of a Preferred Common Share pursuant to the exercise of a Right shall initially be $100.0080.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares Common Shares (or other shares, securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order draft payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of Preferred Common Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such certificates or depositary receiptscertificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, receipt promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) . In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor event that the Company shall be is obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side issue other securities of the Right Certificate surrendered for such exerciseCompany, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.pay cash and/or distribute other property pursuant to
Appears in 1 contract
Sources: Rights Agreement (Eastern Co)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinin this Agreement) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16January 6, 2013 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof24.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0014.16, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly and properly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests in shares to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof6 and Section 14.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly and properly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16December 6, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0027.50, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price").
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cashby wire transfer, or by certified check or check, cashier's check, official bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary depository agent depositary depository receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent), ) and the Company hereby directs the depositary depository agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time (but subject to the last sentence of Section 9) after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed executed (with signature guarantee, and executedexpressly designated as a “Preferred Shares” exercise), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to before the earliest of (i) the Close of Business on September 16November 14, 2013 2019 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), (iii) the consummation of any Transaction described in Section 13(a) hereof which was approved by the Board of Directors of the Company before any Person involved in such Transaction shall have become an Acquiring Person, or (iiiiv) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the “Purchase Price Price”) for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00100 (i.e., $10,000 per full Preferred Share) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executedexecuted (with signature guarantee), accompanied by payment of the Purchase Price for the shares (or other securities) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cashby wire transfer or cashier’s check, or by certified check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate, in the same manner as contemplated by the previous sentence.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. An equivalent covenant and agreement shall also apply with respect to any Common Stock or other securities for which Rights may have become exercisable.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed (with signature guarantee) the certification following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of Preferred Shares, Common Shares or equivalent preferred shares as shall then be issuable upon exercise of such Right as provided in Sections 11 and 13 hereof) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 16January 4, 2013 1999 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (the "Exchange Date").
(b) The Purchase Price for each one one-hundredth of a Preferred Share (or such other number of Preferred Shares, Common Shares or equivalent preferred shares as shall be issuable upon exercise of such Right as provided in Sections 11 and 13 hereof) pursuant to the exercise of a Right shall initially be $100.0080.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make availablesuch other number of Preferred Shares, if the Rights Agent is the transfer agent for Common Shares or equivalent preferred shares as shall be issuable upon exercise of such sharesRight as provided in Sections 11 and 13 hereof) certificates for the number of Preferred Shares (or such other number of Preferred Shares, Common Shares or equivalent preferred shares as shall be issuable upon exercise of such Right as provided in Sections 11 and 13 hereof) to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from the Company shall have elected to deposit or the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from as the depositary agent case may be, scrip or depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (and, in which the case of depositary receipts, the Company shall cause certificates for the Preferred Shares represented by such receipts shall to be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates certificates, scrip or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in this Agreement its treasury, the number of Preferred Shares that will be sufficient to permit the contrary, neither the exercise in full of all outstanding Rights Agent nor the Company shall be obligated to undertake any action in accordance with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request7.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of its principal office, accompanied by a signature guarantee and such other documentation as the Rights Agent designated for such purposemay request, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such the right to exercise the Rights are exchanged as provided in terminates pursuant to Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be Forty-Four Dollars ($100.0044.00) (the “Purchase Price”), shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of one one-thousandths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the any such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and duly executed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in this Section 7, and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (MEI Pharma, Inc.)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the designated office or offices of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a shares of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close close of Business business on September 16June 22, 2013 2012 (the "“Final Expiration Date"”), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (such earliest date being herein referred to as the "Redemption “Expiration Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $100.0020, shall be subject to adjustment from time to time as provided in Sections Section 11 and Section 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed and completed and executed, accompanied by payment of the Purchase Price for the number of one one-thousandths of shares of Preferred Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Companytax, the Rights Agent shallshall thereupon, subject to Section 20(k) hereof), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) Stock certificates for the number of one one-thousandths of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (Bii) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (iiiii) when appropriate, requisition from any transfer agent of the Common Stock of the Company certificates for the total number of shares of Common Stock to be paid in accordance with Section 11(a)(ii) and Section 11(a)(iii), (iv) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iiiv) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (ivvi) when appropriate, after receipt, receipt promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. The payment of the then Purchase Price may be made in cash or by certified bank check or bank draft or money order payable to the order of the Company or the Rights Agent. In the event that the Company is obligated to issue securities, distribute property or pay cash pursuant to Section 11(a)(iii) hereof, the Company will make all arrangements necessary so that cash, property or securities are available for issuance, distribution or payment by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person became such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is a part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or , Affiliates or Associates thereof or of the holder, or of any other Person with which such holder or any of such holder’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the Company as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Lydall Inc /De/)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a) (ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share share of Preference Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close tenth anniversary of Business on September 16, 2013 the Effective Date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the aggregate Purchase Price for the shares of Preference Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof hereof; in cash, cash or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) Preference Stock certificates for the number of Preferred Shares shares of Preference Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of Preferred Shares one one-hundredths of a share of Preference Stock as are to be purchased (in which case certificates for the Preferred Shares Preference Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, transfer or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Connecticut Water Service Inc / Ct)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16November 29, 2013 2014 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be seventy dollars ($100.00, 70.00) (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. Neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or to any other Person as a result of the Company's failure to make any determinations with respect to an Acquiring Person or such Acquiring Person's Affiliates, Associates or transferees hereunder.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Bioenvision Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16October [23], 2013 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 150.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) the
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Aviron)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii7(e), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16August 10, 2013 2015 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Common Share pursuant to the exercise of a Right shall initially be $100.00200, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with America, subject to paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares (or other securities or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or 9(e) (as determined by certified check or bank cashiers' check or money order payable to the order of the Company, Rights Agent) the Rights Agent shall, subject to Section 20(k) hereof20(j), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Common Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Common Shares issuable usable upon exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, Certificates registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) may be made in cash or by certified or bank check or money order payable to the order of the Company. In the event the Company is obligated to issue other securities (including Common Shares) of the Company or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities or property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Common Shares would be issued.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding anything to the contrary in this Agreement, from and after the first occurrence of any Triggering Event, any Rights beneficially owned by (i) any Acquiring Person (or any Associate or Affiliate of an Acquiring Person), (ii) a transferee of an Acquiring Person (or any Associate or Affiliate of an Acquiring Person) which becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or any Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or of such Associate or Affiliate) or to any Person with whom the Acquiring Person has any agreement, arrangement or understanding regarding the transferred Rights, or (B) a transfer that the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall be null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) are complied with, but shall have no liability to any holder of Rights or any other Person as a result of its failure to make any determination under this Section 7(e) or such Section 4(b) with respect to any Acquiring Person or an Associate or Affiliate of an Acquiring Person or their transferees.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate following the form of assignment or election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, assignment or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16Marc▇ ▇, 2013 ▇▇▇▇, (▇▇) ▇▇▇ Close of Business on the second anniversary of the Spin-Off (the earlier of the events described in clauses (i) and (ii) of this sentence being referred to as the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or ) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0042.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof (the "Purchase Price") and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the such depositary agent), ) and the Company hereby directs the such depositary agent to comply with such request, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered regis tered in such name or names as may be designated by such holder, ; and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, transfer or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth Common Share (or such other number of a Preferred Share shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16June 30, 2013 2002 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
. In lieu of issuing Common Shares in accordance with the first paragraph of Section 7(a) hereof, the Company may, if a majority of the Board of Directors then in office determines that such action is necessary or appropriate and not contrary to the interests of holders of Rights, elect to (band, in the event that there are not sufficient treasury shares and authorized but unissued Common Shares to permit the exercise in full of the Rights in accordance with the foregoing paragraph, the Company shall) The Purchase Price for each one one-hundredth of a Preferred Share pursuant take all such action as may be necessary to authorize, issue or pay, upon the exercise of a Right shall initially be $100.00the Rights, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph cash (c) below.
(c) Upon receipt including by way of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment reduction of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cashPrice), or by certified check or bank cashiers' check or money order payable to the order property, preferred stock of the Company, other securities or any combination thereof having an aggregate value equal to the Rights Agent shall, subject value of the Common Shares which otherwise would have been issuable pursuant to the first paragraph of Section 20(k7(a) hereof, thereupon promptly (i) (A) requisition from any transfer agent which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of members of the Preferred Board of Directors then in office. For purposes of the preceding sentence, the value of the Common Shares (or make availableshall be determined pursuant to Section 11(d) hereof. Any such election by the Board of Directors must be made within 60 days following the Distribution Date. Following the Distribution Date, if a majority of the Rights Agent is Board of Directors then in office may suspend the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise exercisability of the Rights under this Agreement with for a depositary agent, requisition from the depositary agent depositary receipts representing such number period of Preferred Shares as are up to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.60 days following the
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16April 29, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 55.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.depositary
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth Common Share (or such other number of a Preferred Share shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the earlier of (A) the Effective Time (as such term is defined in the Viad Merger Agreement) and (B) the Close of Business on September 16May 10, 2013 2008 (the earlier of (A) and (B) being the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Common Share pursuant to the exercise of a Right shall initially be $100.00, 50.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Common Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Common Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of Preferred Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary deposit receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.designated
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Sections 7(e), 9(c) and 9(f) hereof, (i) the Close of Business on June 10, 2009 (the “Final Expiration Date”), or (ii) the time at which the Rights are redeemed as provided in Section 11(a)(ii23 hereof or (iii) the time at which the Rights are exchanged as provided in Section 24 hereof (the earlier of (i), (ii), and (iii) being the “Expiration Date”), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date (except as provided herein) upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal corporate trust office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth share of a Preferred Share Stock as to which Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereofexercised.
(b) The Purchase Price for each one one-hundredth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $100.00100, and shall be subject to adjustment from time to time as provided in Sections 11 11, 12 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph Paragraph (c) below. Each one one-hundredth of a share of Preferred Stock shall be referred to herein as a “Unit” of Preferred Stock.
(ci) Subject to Section 14 hereof, following the Distribution Date, the Company may (at the direction of the Board of Directors) deposit with a corporation in good standing organized under the laws of the United States or any State of the United States, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority (the “Depositary Agent”) certificates representing the shares of Preferred Stock that may be acquired upon exercise of the Rights and may cause such Depositary Agent to enter into an agreement pursuant to which the Depositary Agent shall issue receipts representing interests in the shares of Preferred Stock so deposited.
(ii) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for the shares Units of Preferred Stock (or, following a Triggering Event, other securities, cash, or other assets, as the case may be) to be purchased thereby as set forth below and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Rights Certificate in accordance with Section 9 hereof in cashhereof, or by certified check or bank cashiers' check or money order payable evidence satisfactory to the order Company of the Companypayment of such tax or charge, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares Stock certificates representing such number of shares of Preferred Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number fractions of shares that are integral multiples of one one-hundredth of a share of Preferred Shares Stock) as are to be purchased, purchased and the Company hereby irrevocably authorizes will direct its transfer agent to comply with all such requestsequests, or and/or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent Depositary Agent depositary receipts representing such number of Units of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs will direct the depositary agent Depositary Agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or such depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. In the event that the Company is obligated to issue Common Stock or other securities of the Company, pay cash, and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such Common Stock, other securities, cash, and/or other property is available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11 hereof) may be made in cash or by certified or bank check or money order payable to the order of the Company.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section Sections 6 and 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the time that any Person becomes an Acquiring Person, any Rights Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and who receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or such Associate or Affiliate) has any continuing written or oral agreement, arrangement, or understanding regarding the transferred Rights, Voting Stock, or the Company, or (B) a transfer that the Board of Directors has determined in good faith to be part of a plan, agreement, arrangement, or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall be null and void without any further action, and any holder of such Rights thereafter shall have no rights or preferences whatsoever with respect to such Rights, whether under any provision of this Agreement, the Rights Certificates, or otherwise (including, without limitation, rights and preferences pursuant to Sections 7, 11, 12, 13, 14, 23, and 24 hereof). The Company shall use reasonable efforts to ensure compliance with the provisions of this Section 7(e) and Section 4(b), but neither the Company nor the Rights Agent shall have any liability to any holder of Rights or any other Person as a result of the Company’s failure to make any determination under this Section 7(e) or such Section 4(b) with respect to an Acquiring Person or its Affiliates, Associates, or transferees.
(f) Notwithstanding anything in this Agreement or any Rights Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 by such registered holder unless such registered holder shall have (i) duly completed and executed the certificate following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Right Rights Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Kellwood Co)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16March 4, 2013 2019 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the “Purchase Price Price”) for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 8.00 and shall be subject to adjustment from time to time as provided in Sections Section 11 and Section 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition request from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition request from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition request from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16February 3, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 200.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 8. hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Documentum Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 168, 2013 2018 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 9.00 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Aradigm Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the 7.1. The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2, have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each multiplied by the number of one one-hundredth thousandths of a Preferred Share as for which a Right that is exercised is then exercisable and an amount equal to which Rights are exercisedany applicable transfer tax or charges required to be paid pursuant to Section 9, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof (the "Redemption Date")23, or and (iii) the time at which such the Rights are exchanged as provided in pursuant to Section 24 hereof24.
(b) 7.2. The Purchase Price for purchase price to be paid upon the exercise of each Right to purchase one one-hundredth thousandth of a Preferred Share pursuant to the exercise of represented by a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 50.00 (the “Purchase Price”) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of a Preferred Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which a Right is exercisable shall be subject to adjustment from time to time as provided in Sections 11 and 13.
(c) 7.3. Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly and certificate properly completed and duly executed, accompanied by payment of the Purchase Price for the shares to be purchased number of Rights exercised and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or from the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the any such depositary agent to comply with such request, ; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, or Section 24; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated in writing by such holder, ; and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement.
(d) In case 7.4. If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) 7.5. Notwithstanding anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities of the Company upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and duly executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof thereof, as the Company and the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject At any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on [April 19, 2012] (the “Final Expiration Date”) or (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”), subject to Section 11(a)(ii7(e), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a)) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which Rights are Right that is exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the be paid on exercise of a each Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 289.95 and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. Each Right shall initially entitle the holder to acquire one one-hundredth of a share of Preferred Stock upon exercise of the Right. The Purchase Price and the number of shares of Preferred Stock or other securities or assets for which a Right is exercisable shall be subject to adjustment as provided in Sections 11 and 13.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such the certificates or depositary receipts, for Preferred Stock cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Rights Certificate. In the event that the Company is obligated to issue other securities (including, but not limited to, debt securities) of the Company, and/or distribute other property pursuant to Section 11, the Company covenants that it will make all arrangements necessary so that such other securities and/or property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Rights Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding any other provision of this Agreement, from and after the occurrence of a Stock Acquisition Date, any Rights beneficially owned by (i) an Acquiring Person, or any Associate or Affiliate of an Acquiring Person, (ii) any other Person if such Rights formerly were beneficially owned by an Acquiring Person (or by an Associate or Affiliate of such Acquiring Person) at a time after such Acquiring Person became an Acquiring Person, or (iii) a transferee of Rights from an Acquiring Person (or from any Associate or Affiliate thereof) who became a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or its Affiliate or Associate) to holders of equity interests in such Acquiring Person (or its Affiliate or Associate) or to any Person with whom the Acquiring Person (or its Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and of Section 4(b) are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person, or any of its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the surrendered Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (aA) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16December 11, 2013 2012 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(bB) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 45 (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(cC) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(dD) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(eE) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(F) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Healthetech Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16June 30, 2013 2007 (the "Final Expiration Date"), (ii) ii the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) ii the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.0060, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) ii when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly ii after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) iv when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) ii provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on or after the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the applicable Purchase Price for each one one-hundredth thousandth of a share of Series A Preferred Share Stock, in the case of a PE Right, and one one-thousandth of a share of Series B Preferred Stock, in the case of a Celera Genomics Right, as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close close of Business business on September 16, 2013 2009 (the "Final Expiration Date"), unless extended or terminated as described herein (ii) the effective time at which the Rights are redeemed and thereby terminate, as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price shall be initially $ 425 ("Series A Purchase Price Price") for each one one-hundredth thousandth of a share of Series A Preferred Share pursuant to Stock, purchasable upon the exercise of a PE Right, and $125 ("Series B Purchase Price") for each one one-thousandth of a share of Series B Preferred Stock, purchasable upon the exercise of a Celera Genomics Right. The Purchase Price and the number of one one-thousandths of a share of Preferred Stock or other securities or property to be acquired upon exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the aggregate Purchase Price for the shares of Preferred Stock to be purchased and an amount equal to any applicable transfer tax Transfer Tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof hereof, in cash, cash or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly promptly: (i) )
(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) Stock certificates for the number of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, ; and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and transfer or exercise and/or (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Pe Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16May 3, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 40.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16[ ], 2013 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption DateREDEMPTION DATE"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.00[ ], and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax and or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the such depositary agent), ) and the Company hereby directs the such depositary agent to comply with such request, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.; and
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16May 1, 2013 2008 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one-third of one one-hundredth thousandth (i.e., 1/3000) of a Preferred Share pursuant to the exercise of a Right (the “Purchase Price”) shall initially be $100.00300.00 effective as of January 30, 2003, and such Purchase Price shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of one one-thousandths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available, out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Intuit Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16May 30, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 50.00 (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(iiSections 7(e), 23(b) or 24 of this Agreement, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth tenth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth tenth of a Preferred Share issuable pursuant to the exercise of a Right shall initially be $100.00, 15.00 shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, of this Agreement and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares number of one-tenths of a Preferred Share (or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Rights Certificate in accordance with Section 9 hereof of this Agreement in cash, or by certified check or bank cashiers' cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereofof this Agreement, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such sharesthe Preferred Shares) a certificate or certificates for the number of one-tenths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, requests or (B) if the Company shall have elected to deposit the total number of one-tenths of a Preferred Shares Share issuable upon exercise of the Rights under this Agreement hereunder with a depositary depository agent, requisition from the depositary depository agent depositary of depository receipts representing such number of one-tenths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent), ) and the Company hereby directs the depositary depository agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereofof this Agreement, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced (including to zero) pursuant to Section 11(a)(iii) of this Agreement) may be made in cash or by certified check or cashier’s check payable to the order of the Company. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) of this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Rights Certificate or to such holder's his or her duly authorized assigns, subject to the provisions of Section 14 hereofof this Agreement.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Triggering Event or a Section 13 Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such (a “Post Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e) (a “Prior Transferee”) or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a Prior Transferee, either directly or through one or more intermediate transferees, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) of this Agreement are complied with, but shall have no liability to any holder of Rights Certificates or to any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any of such Acquiring Person’s Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Preferred Shares Rights Agreement (Red Lion Hotels CORP)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purposeits principal office, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be Twenty-Five Dollars ($100.0025.00) (the "Purchase Price"), shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of one one- thousandths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.one
Appears in 1 contract
Sources: Rights Agreement (Cardiometrics Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock (or other securities, cash or assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"), ”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the “Purchase Price Price”) shall be initially $70.00 for each one one-hundredth thousandth of a share of Preferred Share pursuant to Stock purchasable upon the exercise of a Right. The Purchase Price and the number of one one-thousandths of a share of Preferred Stock or other securities or property to be acquired upon exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the number of shares of Preferred Stock to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof 6 hereof, in cashlawful money of the United States of America, in cash or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) either (A) requisition from any transfer agent of the Preferred Shares (Stock, or make available, available if the Rights Agent is the transfer agent for such shares) the Preferred Stock, certificates for the total number of shares of Preferred Shares Stock to be purchased, purchased (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement Stock with a depositary agentagent under a depositary arrangement, requisition from the depositary agent appointed by the Company depositary receipts representing such interests in the number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (purchased, in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), agent (and the Company hereby directs the any such depositary agent to comply with all such requestrequests), (ii) when necessary to comply with this Rights Agreement (or otherwise when appropriate, as determined by the Company with notice to the Rights Agent) requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when necessary to comply with this Rights Agreement (or otherwise when appropriate, as determined by the Company with notice to the Rights Agent), after receiptreceipt of the cash requisitioned from the Company, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his, her or its duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, transfer or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (for the purposes of this Section 7(e), as such term is defined in Rule 13d-3 or 13d-5 of the General Rules and Regulations under the Exchange Act), former Beneficial Owner) of such Right Certificate or Owner and/or Affiliates or Associates (for purposes of this Section 7(e), as such terms are respectively defined for purposes of Rule 12b-2 of the General Rules and Regulations under the Exchange Act) thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Section 382 Rights Agreement (CNO Financial Group, Inc.)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth hundredths of a share of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercised, then exercisable at or prior to the earliest of (i) the Close close of Business business on September 16January 4, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are exchanged as provided in Section 24 hereof, or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the earliest date being herein referred to as the "Redemption Expiration Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one onetwo-hundredth hundredths of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $100.00200, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for per one two-hundredths of a share of Preferred Stock (or shares of Common Stock, other securities, cash or other assets, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Companytax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) )
(A) requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one two-hundredths of a share of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one two-hundredths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash for fractional interests cash, if any, to or 15 - 12 - upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made (x) in cash or by certified bank check or bank draft payable to the order of the Company, or (y) subject to applicable law, by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the Trading Date immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or 16 - 13 - effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Ownerowner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Bestfoods)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16December 17, 2013 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 100.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (dincluding Common Shares) In case of the registered holder of any Right Certificate shall exercise less than Company pursuant to Section 11(a) hereof, the Company will make all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued arrangements necessary so that such other securities are available for distribution by the Rights Agent Agent, if and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereofwhen appropriate.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)) hereof, the registered holder of any Right Certificate Rights shall become exercisable, and may exercise the Rights evidenced thereby (be exercised to purchase Preferred Stock, except as otherwise provided herein) , in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Canton, MA 02021, together with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share Right exercised, subject to adjustment as to which Rights are exercisedhereinafter provided, at or prior to the earliest Close of Business on the earlier of (i) the Close of Business on September 16March 30, 2013 2011 (the "Final Expiration DateFINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (such date being herein referred to as the "Redemption DateREDEMPTION DATE"), ) or (iii) the time at which all such Rights are exchanged as provided in Section 24 hereofhereof (the earliest of (i), (ii) and (iii) being herein referred to as the "EXPIRATION DATE").
(b) The Purchase Price for each one one-hundredth and the number of a shares of Preferred Share pursuant Stock or other securities or consideration to the be acquired upon exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and . The Purchase Price shall be payable in lawful money of the United States of America America, in accordance with paragraph (cSection 7(d) belowhereof.
(c) Upon Except as provided in Section 11(a)(ii) hereof, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) or so much thereof as is necessary for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid tax, by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or official bank cashiers' check or money order payable to the order of the CompanyCompany or the Rights Agent, the Rights Agent shall, subject to Section 20(k) hereof), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, available if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of shares of Preferred Shares Stock so elected to be purchased, purchased and the Company will comply and hereby irrevocably authorizes its and directs such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 14(b) hereof, and (iii) promptly after receipt of such Preferred Stock certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) and, when appropriate, after receiptreceipt of the cash requisitioned from the Company, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event of a purchase of securities, other than Preferred Stock, pursuant to Section 11(a) or Section 13 hereof, the Rights Agent shall promptly take the appropriate actions corresponding to the foregoing clauses (i) through (iii). In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Invitrogen Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (as such other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16May 6, 2013 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0060, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time time, subject to the last sentence of Section 23(a) hereof, after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and properly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of one- thousandth interest in a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16May 22, 2013 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of thousandth interest in a Preferred Share pursuant to the exercise of a Right shall initially be $100.00150, shall be subject to adjustment from time to time as provided in Sections Section 11 and Section 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and properly executed, accompanied by payment of the Purchase Price for the shares to be purchased and (plus an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or hereof) by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes and directs its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent (if one exists as hereinafter contemplated) depositary receipts representing such number of one one-thousandth interests in a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the depositary agent), and the Company hereby directs the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, and, if applicable, requisition from the Company, or any transfer agent for securities thereof (any such transfer agent being hereby authorized to comply with all such requests or both), the number of Common Shares to be issued in lieu of the issuance of Preferred Shares in accordance with Section 11(a)(ii) hereof or the amount of cash, property or other securities to be paid or issued in lieu of the issuance of Common Shares in accordance with Section 11(a)(iii) hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriateappropriate in accordance with Section 11(a)(iii) hereof, after receipt, promptly deliver such cash for fractional interests cash, property or other securities to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action whatsoever with respect to a registered holder upon the occurrence purported exercise of any purported exercise Right as set forth in contemplated by this Section 7 unless and until such registered holder shall have (i) duly completed completed, executed and executed delivered a certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for -------------------------------------------------------------------------------- Page 8 11 in connection with such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall have reasonably requestrequested.
Appears in 1 contract
Sources: Rights Agreement (Prima Energy Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii7(f) and except as otherwise provided in this Agreement (including Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as provided in this Agreement, to purchase for the Purchase Price, at any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on the 10th anniversary of the date of this Agreement (the Close of Business on such date being the "Expiration Date") and (ii) the Redemption Date, one one-hundredth (1/100) of a Preferred Share, subject to adjustment from time to time as provided in Section 11 and Section 13(a) of this Agreement.
(b) Subject to Section 7(f) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinin this Agreement) in whole or in part at any time after the Distribution Date Date, upon surrender of the Right Rights Certificate, with the form of election to purchase and the <PAGE> -13- certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth hundredths of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisedthen exercisable, at or prior to the earliest earlier of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), Date and (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(bc) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00161.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (cd) belowbelow (the "Purchase Price").
(cd) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares Preferred Shares or other shares, securities, cash or other assets, as the case may be) to be purchased and purchased, together with an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cashor charge, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly thereupon:
(i) either (A) promptly requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-hundredths of a share of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agentagent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs will direct the depositary agent to comply with all such request, requests;
(ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, of this Agreement;
(iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and ; and
(iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued.
(de) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Rights Certificate or to such holder's his or her duly authorized assigns, subject to the provisions of Section 14 hereof6 and Section 14.
(ef) Notwithstanding anything in this Agreement to the contrary, if the Rights are at any time Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(f), shall become null and void and nontransferable without any further action and no holder of any such Right (including any purported transferee or subsequent holder) shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. No Rights Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void and nontransferable pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Rights Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void and nontransferable pursuant to the preceding sentence shall be canceled. The Company shall notify the Rights Agent when this Section 7(f) applies and shall use all reasonable efforts to ensure that the provisions of this Section 7(f) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees thereof, hereunder.
(g) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Rights Certificate upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly and properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)) hereof, the registered holder of any Right Certificate Rights shall become exercisable, and may exercise the Rights evidenced thereby (be exercised to purchase Preferred Stock, except as otherwise provided herein) , in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office or offices of the Rights Agent designated for such purposeContinental Stock Transfer & Trust Company, together 2 Br▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇gether with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share Right exercised, subject to adjustment as to which Rights are exercisedhereinafter provided, at or prior to the earliest Close of Business on the earlier of (i) the Close of Business on September 16November 7, 2013 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (such date being herein referred to as the "Redemption Date"), ) or (iii) the time at which all such Rights are exchanged as provided in Section 24 hereofhereof (the earliest of (i), (ii) and (iii) being herein referred to as the "Expiration Date").
(b) The Purchase Price for each one one-hundredth and the number of a shares of Preferred Share pursuant Stock or other securities or consideration to the be acquired upon exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and . The Purchase Price shall be payable in lawful money of the United States of America America, in accordance with paragraph (cSection 7(c) belowhereof.
(c) Upon Except as provided in Section 11(a)(ii) hereof, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) or so much thereof as is necessary for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid tax, by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or official bank cashiers' check or money order payable to the order of the CompanyCompany or the Rights Agent, the Rights Agent shall, subject to Section 20(k) hereof20(j), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, available if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of shares of Preferred Shares Stock so elected to be purchased, purchased and the Company will comply and hereby irrevocably authorizes its and directs such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 14(b) hereof, and (iii) promptly after receipt of such Preferred Stock certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) and, when appropriate, after receipt, receipt promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event of a purchase of securities, other than Preferred Stock, pursuant to Section 11(a) or Section 13 hereof, the Rights Agent shall promptly take the appropriate actions corresponding to the foregoing clauses (i) through (iii). In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Virage Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16November 8, 2013 2006 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof(the "Exchange Date").
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0040.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares Preferred Shares (or other shares, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit with a depositary agent the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agenthereunder, requisition from the depositary agent agent, depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth millionth of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on September 16February 25, 2013 (the "Final Expiration Date")2015, (ii) the time at which the Rights are redeemed as provided in Section 23 22 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 23 hereof, (iv) the repeal of Section 382 or any successor statute if the Board determines that this Plan is no longer necessary for the preservation of Tax Benefits, or (v) the beginning of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.
(b) The Purchase Price shall be initially $8.50 for each one one-hundredth millionth of a share of Preferred Share pursuant to Stock purchasable upon the exercise of a Right. The Purchase Price and the number of one one-millionths of a share of Preferred Stock or other securities or property to be acquired upon exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections Section 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the aggregate Purchase Price for the number of shares of Preferred Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof 6 hereof, in cash, cash or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (Stock, or make available, available if the Rights Agent is the transfer agent for such shares) the Preferred Stock, certificates for the number of shares of Preferred Shares Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from a depositary agent appointed by the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of shares of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the any such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 13 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receiptreceipt of the cash requisitioned from the Company, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 13 hereof.
(e) Notwithstanding anything in this Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, transfer or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (for the purposes of this Section 7(e), as such term is defined in Rule 13d-3 or 13d-5 of the General Rules and Regulations under the Exchange Act), former Beneficial Owner) of such Right Certificate or Owner and/or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Tax Benefit Preservation Plan and Rights Agreement (Mathstar Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16March 22, 2013 2012 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.0025.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to the provisions of Section 11(a)(ii)11(a)(iii) of this Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other property, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on September 16(i) March 24, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof of this Agreement (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereofof this Agreement.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0030.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (Bii) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), agent and the Company hereby directs the depositary agent to comply with such request, (iiiii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iiiiv) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (ivv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. If the Company elects or is obligated to issue other securities (including Common Shares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) of this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section Sections 11(a)(iii) and 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action whatsoever with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such until the registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) the Company shall have been provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii7(e) hereof and except as otherwise provided herein (including Section 24 hereof), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Price, at any time after the Distribution Date and at or prior to the earliest of (i) the close of business on November 5, 2012 (the "Final Expiration 9 Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, one one-thousandth of a Preferred Share, subject to adjustment from time to time as provided in Section 11 or 13 hereof.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or Date and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares Preferred Shares (or other securities) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof hereof, in cashlawful money of the United States of America, in cash or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the a transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agentagent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing such the number of one one-thousandths of a Preferred Shares as are Share to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs will direct the depositary agent to comply with all such requestrequests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, any Rights that are at any time beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person shall be null and void and nontransferable, and any holder of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Right Certificate upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification of status contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
(g) The Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of the Rights in order to prepare and file a Registration Statement under the Securities Act, on appropriate form, with respect to the Preferred Shares purchasable upon exercise of the Rights and permit such Registration Statement to become effective; provided, however, that no such suspension shall remain effective after, and the Rights shall without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such Registration Statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a further public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision herein to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification under the Blue Sky or securities laws of such jurisdiction shall not have been obtained or the exercise of the Rights shall not be permitted under applicable law.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth Common Share (or such other number of a Preferred Share shares or other securities or consideration) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16July 22, 2013 1998 (the "Final Expiration Date"), (ii) the consummation of a transaction contemplated by Section 13(d) hereof, (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iiiiv) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Common Share pursuant to the exercise of a Right shall initially be $100.0060.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares (or other securities or property) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shallshall thereupon, subject to Section 20(k) hereof20(j), thereupon promptly (iI) (A) requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Common Shares to be purchased, and purchased the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary depository agent depositary depository receipts representing such number of Preferred Common Shares as are to be purchased (in which case certificates for the Preferred Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent), ) and the Company hereby directs the depositary depository agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, if an Acquiring Person or an Associate or Affiliate of an Acquiring Person engages in or there occurs one or more of the transactions set forth in Section 13(a) on or after the time the Acquiring Person became such, then any Rights that are or were on or after the earlier of the Distribution Date or the Share Acquisition Date beneficially owned by an Acquiring Person or any Associate or Affiliate thereof shall become void with respect to the rights provided under Section 13(a) and any holder of such Rights shall thereafter have no right to exercise such Rights under the provisions of Section 13(a).
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise shall have been properly completed and (ii) duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Fluke Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly properly completed and duly executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth thousandths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercisedexercised and an amount equal to any tax or charge required to be paid in cash, or by certified check, cashier’s check or money order payable to the order of the Company, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on September 16April 1, 2013 2021 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(e)(ii)(A)(z) hereof, at which time the Rights are terminated or (iiiiv) the time at which such Rights are exchanged as provided in Section 24 hereof. Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.
(b) The Purchase Price purchase price for each one one-hundredth thousandth of a share of Preferred Share pursuant to Stock purchasable upon the exercise of a Right shall be initially $200.00 (the “Purchase Price”). The Purchase Price and the number of one one-thousandths of a share of Preferred Stock or other securities or property to be $100.00, acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the aggregate Purchase Price for the shares of Preferred Stock (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof 9(e) hereof, in cash, cash or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (Stock, or make available, available if the Rights Agent is the transfer agent for such shares) the Preferred Stock, certificates for the number of shares of Preferred Shares Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from a depositary agent appointed by the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent of the Preferred Stock with the any such depositary agent), and the Company hereby directs the any such depositary agent to comply with such request, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided include a signature guarantee and such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16March 21, 2013 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.0075.00, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.directs
Appears in 1 contract
Sources: Rights Agreement (Arterial Vascular Engineering Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject At any time after the Distribution Date and at or prior to the earlier of (i) the close of business on March 25, 2007 (the "Final Expiration Date") or (ii) the time at which the Rights are redeemed as provided in Section 23 (the "Redemption Date"), subject to Section 11(a)(ii7(e), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a)) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which Rights are Right that is exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the be paid on exercise of a each Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 90.00 and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. Each Right shall initially entitle the holder to acquire one one-hundredth of a share of Preferred Stock upon exercise of the Right. The Purchase Price and the number of shares of Preferred Stock or other securities or assets for which a Right is exercisable shall be subject to adjustment as provided in Sections 11 and 13.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof), thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such the certificates or depositary receipts, for Preferred Stock cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Rights Certificate. In the event that the Company is obligated to issue other securities (including, but not limited to, debt securities) of the Company, and/or distribute other property pursuant to Section 11, the Company covenants that it will make all arrangements necessary so that such other securities and/or property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Rights Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding any other provision of this Agreement, from and after the occurrence of a Stock Acquisition Date, any Rights beneficially owned by (i) an Acquiring Person, or any Associate or Affiliate of an Acquiring Person, (ii) any other Person if such Rights formerly were beneficially owned by an Acquiring Person (or by an Associate or Affiliate of such Acquiring Person) at a time after such Acquiring Person became an Acquiring Person, or (iii) a transferee of Rights from an Acquiring Person (or from any Associate or Affiliate thereof) who became a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or its Affiliate or Associate) to holders of equity interests in such Acquiring Person (or its Affiliate or Associate) or to any Person with whom the Acquiring Person (or its Affiliate or Associate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (B) a transfer which the Board of Directors has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and of Section 4(b) are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person, or any of its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the surrendered Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Merix Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 _______________ (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.00______, and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price").
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cashby wire transfer, or by certified check or check, cashier's check, official bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.or
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed executed and executedthe certificate contained therein duly completed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 16February 5, 2013 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock purchasable pursuant to the exercise of a Right shall initially be $100.00250, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase set forth on the reverse side thereof duly completed executed and executedthe certificate contained therein duly completed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) Stock certificates for the number of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs irrevocably authorizes the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake take any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such the registered holder shall have (i) duly completed and executed signed the form of election to purchase certificate set forth on the reverse side of the Right Certificate surrendered for such exercise.
(f) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Stock or any Preferred Stock held in its treasury, and (ii) provided such additional evidence the number of shares of Preferred Stock that will be sufficient to permit the identity exercise in full of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably requestall outstanding Rights in accordance with this Section 7.
Appears in 1 contract
Sources: Rights Agreement (Monsanto Co)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close close of Business business on September 16January 30, 2013 2007 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the aggregate Purchase Price for the shares of Preferred Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof hereof, in cash, cash or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) Stock certificates for the number of shares of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-thousandths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary 21 18 receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the exercisable Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of assignment or election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, transfer or exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Bowne & Co Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to the last three sentences of Section 11(a)(ii)) hereof or as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date Date, or in part from time to time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share Right exercised, subject to adjustment as to which Rights are exercisedhereinafter provided, at or prior to the earliest time (the "Expiration Date") which is the earlier of (i) the Close of Business on September 16December 11, 2013 2010 (the "Final Expiration Date"), (ii) the time at which action of the Board of Directors of the Company ordering the redemption of Rights are redeemed as provided in pursuant to Section 23 hereof (the "Redemption Date"), or (iii) the time at which such action of the Board of Directors of the Company ordering the exchange of Rights are exchanged as provided in pursuant to Section 24 28 hereof.
(b) The Purchase Price purchase price for each one one-hundredth (1/100) of a share of Preferred Share Stock (the "Purchase Price") issuable pursuant to the exercise of a Right shall initially be one hundred and thirty dollars ($100.00130.00) and, along with the number of shares of Preferred Stock or other securities or consideration to be acquired upon exercise of a Right, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and . The Purchase Price shall be payable in lawful money of the United States of America America, in accordance with paragraph (cSection 7(c) belowhereof.
(c) Upon Except as provided in Section 7(d) hereof, upon receipt of a Right Certificate representing exercisable Rights, Rights with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price or so much thereof as is necessary for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid or governmental charge, by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or official bank cashiers' check or money order payable to the order of the CompanyCompany or the Rights Agent, the Rights Agent shallAgent, subject to Section 20(k20(i) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares Stock certificates (or make availablecertificates representing other securities, if as the Rights Agent is the transfer agent for such sharescase may be) certificates for the number of shares of Preferred Shares Stock (or other securities, as the case may be) so elected to be purchased, and the Company will comply and hereby irrevocably authorizes its and directs such transfer agent to comply with all such requests, requests or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number shares of Preferred Shares Stock or other securities issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepositary, requisition from the depositary agent depositary receipts representing such number of one one-hundredth of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock or other securities represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, 14(b) hereof and (iii) promptly after receipt of such Preferred Stock certificates (or certificates representing other securities, as the case may be) or depositary receipts, receipts cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) and, when appropriatenecessary to comply with this Agreement, after receipt, receipt promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) or Section 28 hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Right Certificate to the registered holder of any thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate shall exercise no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and if less than all the Rights evidenced thereby, a new represented by such Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by were so exercised, the Rights Agent and delivered to shall indicate on the registered holder of such Right Certificate or the number of Rights represented thereby which continue to such holder's duly authorized assigns, subject to include the provisions of rights provided by Section 14 hereof11(a)(ii).
(ed) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Oge Energy Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Until the Distribution Date, the no Right may be exercised.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof and certificate thereon duly completed and executedexecuted (with signatures duly guaranteed), to the Rights Agent at the shareholder services office or offices agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share as to which Rights are Right exercised, at or prior to the earliest of (i) the Close close of Business business on September 16, 2013 the tenth anniversary of the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed exchanged (the "Exchange Date") as provided in Section 23 hereof (the "Redemption Date")24, or (iii) the time at which such the Rights are exchanged redeemed (the "Redemption Date"), as provided in Section 24 23 hereof.
(bc) The Purchase Price for each one one-hundredth 1/1,000 of a Preferred Share pursuant to the exercise of a Right shall initially be $100.0060, and shall be payable in lawful money of the United States of America in accordance with Section 7(d) hereof. The Purchase Price and the number or type of securities to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(cd) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and form of certificate thereon duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by bank certified check or bank cashiers' cashier's check or money order payable to the order of the Company, and such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Right Certificate or the Affiliates or Associates thereof as the Company may reasonably request, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agentand/or, as provided in Section 14 hereof, requisition from the depositary agent depositary receipts representing such number of 1/1,000s of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. Notwithstanding the foregoing provisions of this Section 7(d), the Company may suspend the issuance of Preferred Shares upon exercise of Rights for a reasonable period, not in excess of 90 days, during which the Company seeks to register under the Securities Act of 1933, as amended (the "Securities Act"), and any applicable securities law of any jurisdiction, the Preferred Shares to be issued pursuant to the Rights; provided, however, that nothing contained in this Section 7(d) shall relieve the Company of its obligations under Section 9(c) hereof.
(de) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(ef) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of a Section 11(a)(ii) event or Section 13 event, any purported exercise as set forth in this Section 7 unless such registered holder shall have Rights beneficially owned by (i) duly completed and executed the form an Acquiring Person or any Affiliate or Associate of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercisean Acquiring Person, and (ii) provided such additional evidence a transferee of the identity an Acquiring Person or of the Beneficial Owner (any Affiliate or former Beneficial Owner) Associate of such Acquiring Person who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee who acquired such Rights from an Acquiring Person or an Affiliate or Associate of an Acquiring Person prior to or concurrently with the Acquiring Person becoming such and who receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from an Acquiring Person or any Affiliate or Associate of such Acquiring Person to holders of equity interests in such Acquiring Person, Affiliate or Associate or to any Person with whom such Acquiring Person or any such Associate or Affiliate has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors has determined (whether before or after such transfer) to be part of an arrangement which has as a primary purpose or effect the avoidance of this Section 7(f), shall become null and void, and any holder of such Rights (whether or not such holder is an Acquiring Person or an Affiliate or Associate of an Acquiring Person) shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. Any Right Certificate issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person or Affiliates any Affiliate or Associates Associate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Affiliate or Associate thereof or to any nominee of such Acquiring Person, Affiliate or Associate, and any Right Certificate issued pursuant to Sections 6 or 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall or shall be deemed to contain the following legend: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Plan). This Right Certificate and the Rights represented hereby are void in the circumstances specified in the Shareholder Rights Plan. The Company shall reasonably requestuse all reasonable efforts to ensure that the provisions of this Section 7(f) are complied with, but shall have no liability to any holder of Rights or any other Person as a result of its failure to make any determination under this Section 7(f) with respect to an Acquiring Person or its Affiliates, Associates or transferees.
Appears in 1 contract
Sources: Rights Agreement (Epitope Inc/Or/)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth tenth of a Preferred Share one share of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"), or ”) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (such earliest date being referred to herein as the “Expiration Date”); provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any fraction of a Common Share greater than one-tenth of one share, the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder), at a price in proportion to the Purchase Price, an additional fraction of a Common Share which, when added to the number of Common Shares to be received upon such exercise, will equal an integral number of Common Shares.
(b) The Purchase Price for each one one-hundredth whole share of a Preferred Share Common Stock pursuant to the exercise of a Right shall initially be $100.0050 (equivalent to $5 for each one-tenth of one share), and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares of Common Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Companygovernmental charge, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) shares of Common Stock certificates for the total number of Preferred Shares shares of Common Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made by certified bank check cashier’s check, bank draft or money order payable to the order of the Company except that, if so provided by the Board of Directors of the Company, the payment of the Purchase Price following the occurrence of a Section 11(a)(ii) Event and until the first occurrence of a Section 13 Event may be made wholly or in part by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares of the Company equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11 (d) hereof) per share of Common Stock on the Trading Day immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11 (a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution to the Rights Agent, if and when necessary to comply with this Agreement.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 6 and Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of an Adjustment Event any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person (ii) a transferee of an Acquiring Person (or of any such Associate of Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance-of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent when this Section (7)(e) applies and shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or any of their respective Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Longview Fibre Co)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, executed to the Rights Agent at the its principal office or offices of the Rights Agent designated for such purposeas set forth in Section 26 hereof, together with payment of the Purchase Price for each with respect to one one-hundredth hundredths of a share of Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $100.0080, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 12 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7, except to the extent otherwise provided in Section 12(f).
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for per one one-hundredth of a share of Preferred Stock (or other shares, securities, cash or other assets, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof of this Agreement, in cash, or by certified check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) promptly:
(A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of shares of Preferred Shares Stock to be purchased, he purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or or, (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, ,
(ii) requisition from the Company, when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ,
(iii) promptly after receipt of such certificates or depositary receiptsrequisitioned Preferred Stock certificates, promptly cause the same certificates to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and and
(iv) when appropriate, after receiptreceipt of such cash, promptly deliver such that cash for fractional interests to or upon the order of the registered holder of such Right Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof may be made (x) in cash or by certified bank check or money order payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11(d) hereof) per Common Share all the Trading Day (as hereinafter defined) immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11 (a) hereof. the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered Registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by
(i) an Acquiring Person, an Adverse Person or an Associate or Affiliate of an Acquiring Person or an Adverse Person,
(ii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person or the Adverse Person becomes such, or
(iii) a transferee of an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person or the Adverse Person becoming such and receives such Rights pursuant to (A) a transfer (whether or not for consideration) from the Acquiring Person or the Adverse Person to holders of equity interests in such Acquiring Person or Adverse Person or to any Person with whom the Acquiring Person or the Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or an Adverse Person or any of their respective Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, in the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and properly executed, June 11 to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth share of a Preferred Share Common Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 16June 11, 2013 2008 if the Company’s shareholders do not approve the Agreement before that date; (ii) June 11, 2017 (the "“Final Expiration Date"”), (iiiii) the time at which the Rights are redeemed (the “Redemption Date”) as provided in Section 23 hereof (the "Redemption Date"), or (iiiiv) the time at which such the Rights are exchanged (the “Exchange Date”) as provided in Section 24 hereofhereof (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).
(b) Each Right shall entitle the registered holder thereof to purchase shares of Common Stock as determined according to Section 11(a)(ii). The Purchase Price for each one one-hundredth shares of a Preferred Share Common Stock pursuant to the exercise of a Right shall initially be $100.0020, and shall be subject to adjustment from time to time as provided in Sections Section 11 and Section 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and properly executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for shares of Common Stock (or other securities, cash or other assets, as the shares case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof or governmental charge in cash, or by certified check or bank cashiers' cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k18(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares shares of Common Stock (or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the total number of Preferred Shares shares of Common Stock to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares shares of Common Stock issuable upon exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares shares of Common Stock as are to be purchased (in which case certificates for the Preferred Shares shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs shall direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company shall make all arrangements necessary so that such securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock would be issued.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or any Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom such Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which a majority of the members of the Board has determined is part of an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and of Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. The Rights Agent shall endeavor to comply with the provisions hereof to the extent it has received instructions from the Company concerning such matters.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Participating Preferred Share Shares (or Class A Shares, Class B Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 16April 21, 2013 2007 or, if extended, such later date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Participating Preferred Share pursuant to the exercise of a Right shall initially be $100.006,000, and the Purchase Price for each one five-thousandth of a Participating Preferred Share pursuant to the exercise of a Right shall initially be $120, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side of the Right Certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares Participating Preferred Shares (or Class A Shares, Class B Shares or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the CompanyCorporation, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of the Participating Preferred Shares (or make available, if the Rights Agent is the transfer agent for such sharesof the Participating Preferred Shares) certificates for the number of Participating Preferred Shares to be purchased, purchased and the Company Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Corporation shall have elected to deposit the total number of Participating Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Participating Preferred Shares Share or one five-thousandths of a Participating Preferred Share, as the case may be, as are to be purchased (in which case certificates for the Participating Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs Corporation will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company Corporation the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Corporation is obligated to issue other securities of the Corporation, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Corporation will make all arrangements necessary so that such other securities, cash and/or property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
. (e) Notwithstanding anything in this Agreement to the contrary, neither from and after the occurrence of a Triggering Event, any Rights Agent nor beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Company Acquiring Person becomes an Acquiring Person or (iii) a transferee of an Acquiring Person (or any Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming an Acquiring Person and receives such Rights pursuant to either (x) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding, whether written or oral, regarding the transferred Rights or (y) a transfer which the Board of Directors otherwise concludes in good faith is part of a plan, arrangement or understanding, whether written or oral, which has as a primary purpose or effect the avoidance of this Section 7(e), shall be obligated to undertake become null and void without any action further action, and any holder of such Rights shall thereupon have no rights whatsoever with respect to a registered holder upon such Rights, whether under any provision of this Agreement or otherwise, from and after the occurrence of any purported exercise as set forth in a Triggering Event. The Corporation shall use all reasonable efforts to insure that the provisions of this Section 7 unless such registered holder 7(e) hereof are complied with, but shall have (i) duly completed and executed no liability to any holder of Rights for the form of election inability to purchase set forth on the reverse side of the Right Certificate surrendered for such exercisemake any determinations with respect to an Acquiring Person or its Affiliates, and (ii) provided such additional evidence of the identity of the Beneficial Owner (Associates or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably requesttransferees hereunder.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16January 4, 2013 2017 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth thousandth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 30 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.such
Appears in 1 contract
Sources: Rights Agreement (Planetout Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16November 12, 2013 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 45 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.Preferred
Appears in 1 contract
Sources: Rights Agreement (Coinstar Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16October 12, 2013 2018 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its and directs any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the such depositary agent), ) and the Company hereby directs the such depositary agent to comply with such request, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, ; and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate; provided, however, that in the case of a purchase of securities, other than Common Shares of the Company, pursuant to Section 13 hereof, the Rights Agent shall promptly take the appropriate actions corresponding to the foregoing clauses (i) through (iv). In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Freds Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may (other than Right Certificates representing Rights that have become null and void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form “Form of election Election to purchase Purchase” on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(d)(ii)(A)(z) hereof, at which time the Rights are terminated, or (iiiiv) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (such earliest time, the “Expiration Date”).
(b) The Purchase Price for each one one-hundredth (1/100th) of a share of Preferred Share pursuant to Stock purchasable upon the exercise of a Right shall initially be $100.00, the Initial Purchase Price. The Purchase Price and the number of shares of Preferred Stock or other securities or property to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof13, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the aggregate Purchase Price for the number of shares of Preferred Stock (or other securities, cash or other assets as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof 9(d) hereof, in cash, cash or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly promptly: (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such sharesthe Preferred Stock) a certificate or certificates for the number of shares of Preferred Shares Stock (or other securities, cash or other assets as the case may be) to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from a depositary agent appointed by the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of shares of Preferred Shares Stock (or other securities, cash or other assets as the case may be) as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Certificate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all of the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise of Rights pursuant to Section 6 hereof or as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the form Certificate contained in the “Form of election Assignment” or “Form of Election to purchase Purchase” set forth on the reverse side of the Right Certificate surrendered for such transfer or exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16June 10, 2013 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 Section24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-one- hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 25.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 Section9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one- hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Mysoftware Co)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16November 22, 2013 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the "Purchase Price Price") for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 50.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (dincluding Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder of any thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate shall exercise less no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued represented by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assignswere so exercised, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.Rights
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and properly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth hundredths of a Preferred Share (or other securities, as the case may be) as to which such surrendered Rights are exercised, at or prior to before the earliest of (i) the Close of Business on September 16January __, 2013 2009 (the "Final Expiration Date"), (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at date on which such the Rights are exchanged as provided in pursuant to Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.a
(c) Upon receipt of receiving a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and properly executed, accompanied by payment of the Purchase Price for the shares Preferred Shares (or other securities, as the case may be) to be purchased purchased, and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash6 hereof, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the CompanyCorporation, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Corporation, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepositary, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs Corporation will direct the depositary agent to comply with such requestrequests, (ii) when appropriate, requisition from the Company Corporation the amount of cash to be paid in lieu of issuance of fractional interests in shares shares, in accordance with Section 14 hereof, and (iii) promptly after receipt of such certificates or depositary receipts, cause the same same, together with any cash to be paid in lieu of fractional shares, to be delivered to to, or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by by, such holder. In the event that the Corporation is obligated to issue other securities (including Common Shares) of the Corporation pursuant to Section 11(a) hereof, the Corporation will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and (iv) when appropriate. In addition, after receiptin the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, promptly deliver the Rights Agent shall return such cash for fractional interests Right Certificate to or upon the order of the registered holder of thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right CertificateCertificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement, and if less than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii).
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Right Certificate with respect to those Rights exercised.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any Affiliate or Associate thereof) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any Affiliate or Associate thereof) who becomes a transferee before or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has a continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Corporation, in its sole discretion, has determined is part of a plan, arrangement or understanding that has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Corporation shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with but shall have no liability to any holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company Corporation shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company Corporation or the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth tenth of a Preferred Share one share of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or ) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (such earliest date being referred to herein as the "Expiration Date"); provided, however, that if the number of Rights exercised would entitle the holder thereof to receive any fraction of a Common Share greater than one-tenth of one share, the holder thereof shall not be entitled to exercise such Rights unless such holder concurrently purchases from the Company (and in such event the Company shall sell to such holder), at a price in proportion to the Purchase Price, an additional fraction of a Common Share which, when added to the number of Common Shares to be received upon such exercise, will equal an integral number of Common Shares.
(b) The Purchase Price for each one one-hundredth whole share of a Preferred Share Common Stock pursuant to the exercise of a Right shall initially be $100.0050 (equivalent to $5 for each one-tenth of one share), and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares of Common Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Companygovernmental charge, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) shares of Common Stock certificates for the total number of Preferred Shares shares of Common Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made by certified bank check cashier's check, bank draft or money order payable to the order of the Company except that, if so provided by the Board of Directors of the Company, the payment of the Purchase Price following the occurrence of a Section 11(a)(ii) Event and until the first occurrence of a Section 13 Event may be made wholly or in part by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of Common Shares of the Company equal to the then Purchase Price divided by the closing price (as determined pursuant to Section 11 (d) hereof) per share of Common Stock on the Trading Day immediately preceding the date of such exercise. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution to the Rights Agent, if and when necessary to comply with this Agreement.
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 6 and Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of an Adjustment Event any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person (ii) a transferee of an Acquiring Person (or of any such Associate of Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall notify the Rights Agent when this Section (7)(e) applies and shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or other Person as a result of the Company's failure to make any determinations with respect to an Acquiring Person or any of their respective Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Longview Fibre Co)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16October 22, 2013 2009 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the “Purchase Price Price”) for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 160.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time time, subject to the last sentence of Section 23(a) hereof, after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of thousandth interest in a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on September 16August 27, 2013 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of thousandth interest in a Preferred Share pursuant to the exercise of a Right shall initially be $100.0035.00, shall be subject to adjustment from time to time as provided in Sections Section 11 and Section 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and (plus an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or hereof) by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes and directs its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent (if one exists as hereinafter contemplated) depositary receipts representing such number of one one-thousandth interests in a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the depositary agent), and the Company hereby directs the depositary agent to comply with all such requestrequests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, and, if applicable, requisition from the Company, or any transfer agent for securities thereof (any such transfer agent being hereby authorized to comply with all such requests or both), the number of Common Shares to be issued in lieu of the issuance of Preferred Shares in accordance with Section 11(a)(ii) hereof or the amount of cash, property or other securities to be paid or issued in lieu of the issuance of Common Shares in accordance with Section 11(a)(iii) hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriateappropriate in accordance with Section 11(a)(iii) hereof, after receipt, promptly deliver such cash for fractional interests cash, property or other securities to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action whatsoever with respect to a registered holder upon the occurrence purported exercise of any purported exercise Right as set forth in contemplated by this Section 7 unless and until such registered holder shall have (i) duly completed completed, executed and executed delivered a certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for in connection with such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall have reasonably requestrequested.
Appears in 1 contract
Sources: Rights Agreement (Urocor Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time (but subject to the last sentence of Section 9) after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed executed (with signature guarantee, and executedexpressly designated as a “Preferred Shares” exercise), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to before the earliest of (i) the Close of Business on September 16November 14, 2013 2019 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), (iii) the consummation of any Transaction described in Section 13(a) hereof which was approved by the Board of Directors of the Company before any Person involved in such Transaction shall have become an Acquiring Person, or (iiiiv) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The purchase price (the “Purchase Price Price”) for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00100 (i.e., $10,000 per full Preferred Share) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executedexecuted (with signature guarantee), accompanied by payment of the Purchase Price for the shares (or other securities) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cashby wire transfer or cashier’s check, or by certified check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate, in the same manner as contemplated by the previous sentence.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. An equivalent covenant and agreement shall also apply with respect to any Common Stock or other securities for which Rights may have become exercisable.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed (with signature guarantee) the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Hollis Eden Pharmaceuticals Inc /De/)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Except as provided in Section 11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16April 29, 2013 2020 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.00250.00 (Two Hundred Fifty dollars), shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such the shares) of the Preferred Shares certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary depository agent, requisition from the depositary depository agent depositary depository receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent), ) and the Company hereby directs the depositary depository agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests in shares to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth hundredths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth hundredths of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $100.00, 100.00 and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly completed and executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for per one one-hundredths of a share of Preferred Stock (or other shares, securities, cash or other assets, as the shares case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check or money order payable to the order of the Companytax, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) )
(A) requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-hundredths of a share of Preferred Shares Stock to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of shares of Preferred Shares Stock issuable upon exercise of the Rights under this Agreement hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a share of Preferred Shares Stock as are to be purchased (in which case certificates for the shares of Preferred Shares Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash for fractional interests cash, if any, to or upon the order of the registered holder of such Right Rights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made in cash or by certified bank check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by or on behalf of the Rights Agent, if and when appropriate. In the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Rights Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Rights Certificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and, if less than all the Rights represented by such Rights Certificate were so exercised, the Rights Agent shall indicate on the Rights Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii).
(d) In case the registered holder of any Right Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to names as may be designated by such holder's duly authorized assigns, subject to the provisions of Section 14 hereof, or the Rights Agent shall place an appropriate notation on the Rights Certificate with respect to those Rights exercised.
(e) Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or from any Associate or Affiliate of an Acquiring Person) to holders of equity interests in such Acquiring Person or in any Associate or Affiliate of any Acquiring Person or to any Person with whom the Acquiring Person or any Associate or Affiliate of an Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined (whether before or after such transfer) is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 7(e), shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate, Associate or transferee of an Acquiring Person hereunder.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16November 6, 2013 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or ) and (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.0050.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof (the "Purchase Price") and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check, cashier's check or bank cashiers' check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.or
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise as set forth in of Rights pursuant to Section 6 hereof or this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.signed the
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16March 18, 2013 2012 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 16.00 (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.such
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the 7.1 The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2, have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form of election to purchase on the reverse side thereof duly properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as represented by a Right that is exercised and an amount equal to which Rights are exercisedany applicable transfer tax or charges required to be paid pursuant to Section 9, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof (the "Redemption Date")23, or and (iii) the time at which such the Rights are exchanged as provided in pursuant to Section 24 hereof24.
(b) 7.2 The Purchase Price for purchase price to be paid upon the exercise of each Right to purchase one one-hundredth thousandth of a Preferred Share pursuant to the exercise of represented by a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, 12.25 (the “Purchase Price”) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of a Preferred Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which a Right is exercisable shall be subject to adjustment from time to time as provided in Sections 11 and 13.
(c) 7.3 Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly and certificate properly completed and duly executed, accompanied by payment of the Purchase Price for the shares to be purchased number of Rights exercised and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (Ai)(A) requisition from any transfer agent of the Preferred Shares (or from the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the any such depositary agent to comply with such request, ; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, or Section 24; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated in writing by such holder, ; and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities, cash and/or other assets.
(d) In case 7.4 If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) 7.5 Notwithstanding anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities of the Company upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and duly executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof thereof, as the Company and the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Express, Inc.)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii11(a)(2), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth 1/1,000th of a Preferred Share as to which Rights are exercised, at or prior to before the earliest of (i1) the Close of Business on September 16March 29, 2013 2020 (the "“Final Expiration Date"”), (ii2) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii3) the time at which such Rights are exchanged as provided in Section 24 hereof24.
(b) The Purchase Price for each one one-hundredth 1/1,000th of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00150, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof), thereupon promptly (i1) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of 1/1,000ths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii2) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof14, (iii3) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv4) when appropriate, after receipt, promptly deliver such cash for fractional interests in shares to or upon the order of the registered holder of such Right Certificate.
(d) In case If the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's ’s duly authorized assigns, subject to the provisions of Section 14 hereof14.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i1) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii2) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Graco Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September June 16, 2013 2012 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 100.00 (the "Purchase Price") and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier's check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) )
(A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. Neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or to any other Person as a result of the Company's failure to make any determinations with respect to an Acquiring Person or such Acquiring Person's Affiliates, Associates or transferees hereunder.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16July 30, 2013 2014 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 65.00 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. Neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or to any other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or such Acquiring Person’s Affiliates, Associates or transferees hereunder.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of Rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof) to the Company in the manner set forth in Section 7(c) hereof, and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Autobytel Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)) hereof, the registered holder of any Right Certificate Rights shall become exercisable, and may exercise the Rights evidenced thereby (be exercised to purchase Preferred Stock, except as otherwise provided herein) , in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share Right exercised, subject to adjustment as to which Rights are exercisedhereinafter provided, at or prior to the earliest Close of Business on the earlier of (i) the Close of Business on September 16March 31, 2013 2009 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (such date being herein referred to as the "“Redemption Date"), ”) or (iii) the time at which all such Rights are exchanged as provided in Section 24 hereofhereof (the earliest of (i), (ii) and (iii) being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Rights Agreement, this Rights Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.
(b) The Purchase Price for each one one-hundredth and the number of a shares of Preferred Share pursuant Stock or other securities or consideration to the be acquired upon exercise of a Right shall initially be $100.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, and . The Purchase Price shall be payable in lawful money of the United States of America America, in accordance with paragraph (cSection 7(c) belowhereof.
(c) Upon Except as provided in Section 11(a)(ii) hereof, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) or so much thereof as is necessary for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid or charge, by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or official bank cashiers' check or money order payable to the order of the CompanyCompany or the Rights Agent, the Rights Agent shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares Stock (or make available, available if the Rights Agent is the transfer agent for such sharesagent) certificates for the number of shares of Preferred Shares Stock so elected to be purchased, purchased and the Company will comply and hereby irrevocably authorizes its and directs such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 14(b) hereof, and (iii) promptly after receipt of such Preferred Stock certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) and, when appropriate, after receipt, receipt of the cash requisitioned from the Company promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event of a purchase of securities, other than Preferred Stock, pursuant to Section 11(a) or Section 13 hereof, the Company shall promptly provide written notice to the Rights Agent and the Rights Agent, relying on such notice, shall promptly take the appropriate actions corresponding to the foregoing clauses (i) through (iii). In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section Sections 6 and 14 hereof.
(e) Notwithstanding anything in this Rights Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Packeteer Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purposeits Shareholder Services Office, together with payment of the Purchase Price for each one onetwo-hundredth thousandth (1/2000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), or (ii) the time at which of redemption on the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one onetwo-hundredth thousandth (1/2000) of a Preferred Share pursuant to the exercise of a Right shall initially be Forty dollars ($100.0040.00), shall be subject to adjustment from time to time as provided in Sections 11 12 and 13 hereof, 14 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares securities to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof 10 in cash, or by certified check or bank cashiers' cashiers check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.other
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16July 30, 2013 2014 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 1.40 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof. Neither the Company nor the Rights Agent shall have any liability to any holder of Rights Certificates or to any other Person as a result of the Company’s failure to make any determinations with respect to an Acquiring Person or such Acquiring Person’s Affiliates, Associates or transferees hereunder.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of Rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof) to the Company in the manner set forth in Section 7(c) hereof, and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Autobytel Inc)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii)34 hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof properly and duly completed and executed, to the Rights Agent at the office or offices Designated Office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Series B Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16August 15, 2013 2016 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth thousandth of a Preferred Series B Share purchasable pursuant to the exercise of a Right shall initially be $100.003.00, and shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase properly and duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Series B Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Series B Shares to be purchased, purchased and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Shares one one-thousandths of a Series B Share as are to be purchased (in which case certificates for the Preferred Series B Shares represented by such receipts shall be deposited by the transfer agent of the Series B Shares with the such depositary agent), ) and the Company hereby directs the such depositary agent to comply with such request, ; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, ; (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, ; and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Capital Gold Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Except as provided in Section 11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16March 6, 2013 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price for each one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $100.007.50 (Seven dollars and fifty cents), shall be subject to adjustment from time to time as provided in Sections Section 11 and or 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such the shares) of the Preferred Shares certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary depository agent, requisition from the depositary depository agent depositary depository receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary depository agent), ) and the Company hereby directs the depositary depository agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary depository receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests in shares to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly completed and executed the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Celeris Corp)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16May 28, 2013 (the "“Final Expiration Date"”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "“Redemption Date"”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $100.00, 30 (the “Purchase Price”) and shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly completed and executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, or by certified check or check, cashier’s check, bank cashiers' check draft or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of for the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of Preferred Shares to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company Company, in its sole discretion, shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with hereunder into a depositary agentdepository, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii) hereof, the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) hereof, and, if fewer than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii) hereof.
(d) In case the registered holder of any Right Certificate shall exercise less fewer than all the Rights evidenced therebythereby (other than a partial exercise of rights pursuant to Section 11(a)(ii) as described in Section 7(c) hereof), a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7.
(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly and properly completed and executed signed the certification following the form of election to purchase set forth on the reverse side of the Right Rights Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of such Right Certificate or the Rights evidenced thereby and of the Affiliates or Associates thereof of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent shall reasonably request.
Appears in 1 contract
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the its office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such the right to exercise the Rights are exchanged as provided in terminates pursuant to Section 24 hereof.
(b) The Purchase Price purchase price for each one one-hundredth thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be $100.00120.48 (the “Purchase Price”), shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier’s check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly as soon as practicable (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of one one-thousandths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the any such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly properly completed and duly executed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iiiii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
Appears in 1 contract
Sources: Rights Agreement (Loral Space & Communications Inc.)
Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Subject to Section 11(a)(ii), the The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly completed and executed, to the Rights Agent at the its office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one oneten-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 16, 2013 (the "Final Expiration Date"), (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 23 hereof (the "Redemption Date")hereof, or (iii) the time at which such the right to exercise the Rights are exchanged as provided in terminates pursuant to Section 24 hereof.
(b) The Purchase Price purchase price for each one oneten-hundredth thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be Sixty-Five Dollars ($100.0065.00) (the "Purchase Price"), shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof, hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certificate duly completed and executed, accompanied by payment of the Purchase Price for the shares number of one ten-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in by cash, or by certified check or bank cashiers' check, cashier's check or money order payable to the order of the Company, the Rights Agent shall, subject to Section 20(k) hereof, shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent for such shares) certificates for the number of one ten-thousandths of a Preferred Shares Share to be purchased, purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if requisition from any depositary agent for the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights under this Agreement with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one ten-thousandths of a Preferred Shares Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), ) and the Company hereby directs the any such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional interests in shares Preferred Shares in accordance with Section 14 hereof, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder, holder and (iv) when appropriate, after receipt, promptly deliver such cash for fractional interests to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's his duly authorized assigns, subject to the provisions of Section 14 hereof.
(e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) duly and properly completed and executed signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of such Right Certificate or Affiliates or Associates thereof as the Company shall reasonably request.
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