Exercise of Rights; Separation of Rights Sample Clauses
The "Exercise of Rights; Separation of Rights" clause defines how contractual rights may be exercised and whether such rights can be separated or assigned independently from other rights or obligations under the agreement. In practice, this clause may specify that certain rights, such as licenses or options, must be exercised in a particular manner or timeframe, and clarify whether these rights can be transferred or split apart from the main contract. Its core function is to prevent confusion or disputes by clearly outlining the conditions under which rights can be used or divided, thereby ensuring orderly administration and enforcement of contractual terms.
POPULAR SAMPLE Copied 1 times
Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth (1/100) of a share of Preferred Stock.
(b) Prior to the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate for the associated share of Common Stock (together, in the case of certificates issued prior to the Record Time, with the letter mailed to the record holder thereof pursuant to Section 2.1) and will be transferable only together with, and will be transferred by a transfer (whether with or without such letter) of, such associated share.
(c) Subject to the terms hereof, after the Separation Time and prior to the Expiration Time, the Rights (i) may be exercised and (ii) may be transferred independent of shares of Common Stock. Promptly after the Company has notified the Rights Agent of the occurrence of the Separation Time, the Rights Agent will mail to each holder of record of Common Stock as of the Separation Time (other than any Persons with respect to whom the Rights Agent has been notified that their Rights have become void pursuant to Section 3.1(b)), at such holder's address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (x) a certificate (a
Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one ten-thousandth (1/10,000th) of a share of Preferred Stock.
(b) Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate that evidences the share of Common Stock with which it is associated (together, in the case of certificates issued prior to the Record Time, with the letter or notice mailed to the record holder thereof pursuant to Section 2.1) and will be transferable only together with, and will be transferred by a transfer (whether with or without such letter or notice) of, such associated share of Common Stock, and the surrender for transfer of any certificates representing outstanding Common Stock will also constitute the surrender for transfer of the Rights associated with the Common Stock represented by such certificate.
(c) Subject to this Section 2.3 and to Sections 3.1, 5.1 and 5.10, after the Separation Time and prior to the Expiration Time, the Rights (i) may be exercised and (ii) may be transferred independently of shares of Common Stock. Promptly following the Separation Time, the Rights Agent will mail to each holder of record of Common Stock as of the Separation Time (other than any Person whose Rights have become void pursuant to Section 3.1(b)), at such holder's address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (x) a certificate (a "Rights Certificate") in substantially the form of Exhibit A hereto appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any national securities exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (y) a disclosure statement describing the Rights.
(d) Subject to Sections 3.1, 5.1 and 5.10, Rights may be exercised on any Business Day after the Separation Time and prior to...
Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.
(b) Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate for the associated share of Common Stock (together, in the case of certificates issued prior to the Record Time, with the letter mailed to the record holder thereof pursuant to Section 2.1) and will be transferable only together with, and will be transferred by a transfer (whether with or without such letter) of, such associated share.
(c) Subject to this Section 2.3 and to Sections 3.1, 5.1 and
Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one share of Common Stock.
(b) Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate for the associated share of Common Stock (together, in the case of certificates issued prior to the Record Time, with the letter mailed to the record holder thereof pursuant to Section 2.1) and will be transferable only together with, and will be transferred by a transfer (whether with or without such letter) of, such associated share.
(c) Subject to the terms hereof, after the Separation Time and prior to the Expiration Time, the Rights (i) may be exercised and (ii) may be transferred independent of shares of Common Stock. Promptly following the Separation Time, the Rights Agent will mail to each holder of record of Common Stock as of the Separation Time (other than any Person whose Rights have become void pursuant to Section 3.1(b)), at such holder's address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose),
Exercise of Rights; Separation of Rights. (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time, to purchase, for the Exercise Price, one one-hundredth of a share of Junior Preferred Stock.
(b) Until the Separation Time, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate for the associated share of Common Stock and will be transferable only together with, and will be transferred by a transfer of, such associated share. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries other than in fiduciary capacity shall not be exercisable. Nothing in the preceding sentence shall be construed as limiting the right of the Company and its Subsidiaries to acquire or transfer Rights.
(c) Subject to the terms and conditions herein set forth, after the Separation Time and prior to the Expiration Date, the Rights (i) may be exercised, and (ii) may be transferred independently of the shares of Common Stock in respect of which they were originally issued. Promptly following the Separation Time, the Rights Agent will mail to each holder of record of Common Stock as of the Separation Time, at such holder's address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (x) a certificate (a "Rights Certificate") in substantially the form of Exhibit A hereto appropriately completed, representing the number of rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any national securities exchange or other self-regulatory organization (as such terms are used under the Exchange Act) on which the Rights may from time to time be listed or through which the Rights may from time to time be traded, or to conform to usage, and (y) a disclosure statement describing the Rights.
(d) Subject to Sections 2.3(b) and 5.10, Rights may be exercised on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an election to exercise (an "Election to Exercise") s...
Exercise of Rights; Separation of Rights. Section 2.3 of the Rights Agreement shall be amended by adding the following sentence at the end of Section 2.3(a): Notwithstanding anything to the contrary in this Agreement, (i) to the extent the Board of Directors of the Company approves a business combination (including, without limitation, a merger or consolidation) or tender or exchange offer for shares of Common Stock before the Separation Time (any such transaction, an "Exempt Transaction"), no Rights shall be exercisable pursuant to this Section 2.3 in connection with or as a result of such Exempt Transaction, the execution of any agreements entered into in connection therewith or the consummation of any of the transactions contemplated thereby, nor shall any such Exempt Transaction, the execution of any agreements entered into in connection therewith or the consummation of any of the transactions contemplated thereby result, directly, indirectly or otherwise, in any provisions of this Agreement becoming effective and (ii) to the extent such Exempt Transaction results in the cancellation, conversion or termination of any or all of the shares of issued Common Stock, the Rights associated with such shares of Common Stock shall automatically and without any action by any Person (including the Company and the Rights Agent) terminate and be cancelled simultaneously with the cancellation, conversion or termination of such shares of Common Stock without any payment therefor.
Exercise of Rights; Separation of Rights. Section 2.4 Adjustments to Exercise Price; Number of Rights. . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.5 Date on Which Exercise is Effective. . . . . . 7 Section 2.6 Execution, Authentication, Delivery and Dating of Rights Certificates. . . . . . . . . 7 Section 2.7 Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . 7 Section 2.8 Mutilated, Destroyed, Lost and Stolen Rights Certificates . . . . . . . . . . . . . . . . . 8 Section 2.9 Persons Deemed Owners. . . . . . . . . . . . . 8 Section 2.10 Delivery and Cancellation of Certificates . . 9 Section 2.11 Agreement of Rights Holders. . . . . . . . . . 9
Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to specified adjustment, and except as otherwise specified in this Agreement, after the Distribution Date and prior to the Expiration Time, each Right will entitle its holder to purchase for the Purchase Exercise Price one share of Company Common Stock.
(b) Until the Distribution Date, (i) no Right may be exercised and (ii) each Right will be evidenced by the certificate for the associated share of Common Stock and will be transferable only together with, and will be transferred by a transfer of, its associated share.
(c) After the Distribution Date and prior to the Expiration Time, the Rights (i) may be exercised and (ii) may be transferred independent of shares of Common Stock. Promptly following the Distribution Date, the Rights Agent will mail to each holder of record of Common Stock as of the Distribution Date (other than any Person whose Rights have become void pursuant to Section 3.1(b)), at the holder's address as shown by the records of the Company:
Exercise of Rights; Separation of Rights. (a) Subject to Sections
3.1 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Distribution Date and prior to the Expiration Time, to purchase, for the Purchase Price, one share of Common Stock.
(b) Until the Distribution Date, (i) no Right may be exercised and
Exercise of Rights; Separation of Rights. Section 2.4