Common use of Exercise of Rights; Separation of Rights Clause in Contracts

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, at or after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth (1/100) thousandth of a share of Preferred Stock. (b) Prior to 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 (togetheror, if the Common Stock shall be uncertificated, by the registration of the associated Common Stock on the stock transfer books of the Company and the confirmation thereof provided for in the case of certificates issued prior to the Record TimeSection 2.2), 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 letterletter or confirmation) of, such associated share. (c) Subject to the terms and conditions hereof, at or after the Separation Time and prior to the Expiration Time, the Rights (i) may be exercised pursuant to Section 2.3(d) below and (ii) may be transferred independent of shares of Common Stock. Promptly after following the Company Separation Time (provided that the Board of Directors has notified the Rights Agent not elected to exchange all of the occurrence of the Separation Timethen outstanding Rights pursuant to Section 3.1(c)), the Rights Agent or the transfer agent for the Common Stock, if requested by the Company and provided with the necessary information, 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 Person whose Rights have become null and void pursuant to Section 3.1(b)), at such holder's ’s address as shown by the records of the Company (and the Company hereby agreeing agrees to furnish copies of such records to the Rights Agent for this purpose), (x) a certificate (a,