Exercise of Rights. Expiration Date of Rights. (a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12. (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 duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 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 his duly authorized assigns, subject to the provisions of Section 15. (e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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 3 contracts
Sources: Rights Agreement (Sonosight Inc), Rights Agreement (Handheld Ultrasound Systems Inc), Rights Agreement (Sonosight Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof properly completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The Exercise Price for the exercise of each Right shall initially be fifty dollars ($50.00) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities, cash and/or other property) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 20% Stockholder or any Affiliate or Associate of a 20% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 20% Stockholder or an Affiliate or Associate of a 20% Stockholder) shall thereafter have no right to exercise or exchange such Rights.
(e) Prior to the Distribution Date, upon surrender if a majority of the Right CertificateBoard of Directors shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, properly completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agent) Common Shares, other securities, cash and/or other property), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 appropriatenecessary to comply with this Agreement, after receipt promptly thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof. Upon any such suspension, the Company shall notify the Rights Agent.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(ei) Notwithstanding anything in this Rights 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 Rights 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 of any Right Certificates Rights upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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 shall have been duly completed and (ii) signed by the registered holder thereof an the Company and the Rights Agent shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
(gj) The Neither the Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of nor the Rights in order Agent shall have any liability to prepare and file a registration statement under the Securities Act, on an appropriate form, with respect to the Preferred Shares purchasable upon exercise any holder 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 as a public announcement stating that the exercisability result of the Rights has been temporarily suspended and shall issue Company's failure to make any determination under this Section 7 or any other section with respect to 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 20% stockholder or securities laws an Affiliate or Associate of such jurisdiction shall not have been obtained a 20% stockholder or the exercise of the Rights shall not be permitted under applicable lawtransferees hereunder.
Appears in 3 contracts
Sources: Rights Agreement (California Amplifier Inc), Rights Agreement (CalAmp Corp.), Rights Agreement (California Amplifier Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in America by cash or by certified check or bank draft or money order payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price for the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates (or make a Book Entry) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of one one-thousandths of a share of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the hereby directs each such depositary agent to comply with all such requestsrequest), (ii) when necessary to comply with this Rights Agreement or otherwise when appropriate, promptly 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 shares in accordance with Section 1512, (iii) promptly after receipt of such certificates or depositary receipts, receipts (or confirmations or written notices that a Book Entry has been made) cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such 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 receipt thereof, deliver such cash referred to in (ii) above to or upon the order of the registered holder of such Rights Certificate. If the Company is obligated to deliver Common Stock or other securities, pay cash and/or distribute other property pursuant to this Rights Agreement, the Company will make all arrangements necessary so that such securities, cash and or/other property are available for delivery by the Rights Agent, if and when necessary to comply with this Rights Agreement.
(c) Each Person (other than the Company) in whose name any certificate (or Book Entry) for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such one one-thousandth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate or Book Entry shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned 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 of an Acquiring Person) who becomes a transferee after a Section 9(a)(ii) Event (a “Post-Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (x) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e) (a “Pre-Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post-Transferee or Pre-Transferee, either directly or through one or more intermediate transferees, shall in each of the cases (i) to (iv) above 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 this Rights Agreement or otherwise. Neither the Company nor the Rights Agent shall have any 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 and Associates or any transferee of any of them hereunder. The Company shall give the Rights Agent written notice of the identity of any Acquiring Person, Associate of an Acquiring Person or Affiliate of an Acquiring Person known to it, or the nominee of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement and shall be null and void and nontransferable, and any holder of any such Right (including any purported transferee or subsequent holder) shall deemed not to have any right to exercise knowledge of the identity of such Acquiring Person, Associate or transfer any such RightAffiliate or the nominee of the foregoing unless and until it has received notice.
(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 any purported transfer, split up, combination or exchange pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and duly signed the certificate (including the certification regarding the identity of the Beneficial Owner) contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise transfer or exercise, as the case may be and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights evidenced thereby or Affiliates or Associates thereof as the Company or Rights Agent 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 an 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 2 contracts
Sources: Rights Agreement (Spirit Airlines, Inc.), Rights Agreement (Williams Companies, Inc.)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) 8(b), 12 and 20) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash (if any), cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and (iv) assets are available for delivery by the Rights Agent, if and when appropriate, after receipt promptly deliver such cash to or .
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the order exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the registered Purchase Price (and any applicable transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right CertificateCertificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the number of 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 Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the public announcement relating to a Stock Acquisition Date with respect to an Acquiring Person who was identified on the Stock Acquisition Date or (B) becomes a transferee with respect to an Acquiring Person (or an Associate thereof) and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person (or an Associate of an Acquiring Person) or (II) pursuant to either (x) a transfer (whether or not for consideration) from the Acquiring Person (or an Associate thereof) to holders of equity interests in such Acquiring Person (or in such Associate thereof) or to any Person with whom the Acquiring Person (or an Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall become null and void without any further action, and no holder of such Rights (other than a transferee not of a type described in clause (ii)) shall have any rights whatsoever with respect to such Rights, whether under this Rights Plan or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee 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 Righthereunder.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof, (iii) shall be in compliance with Section 12 and (iv) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.
(g) The Company may temporarily suspend, for hereby waives application of each standstill or other similar provision relating to Company Securities by which a period registered holder of time not to exceed 90 calendar days after the Distribution Date, the exercisability Rights is bound as of the date of this Rights Plan to the extent necessary to permit such registered holder to exercise such Rights in order to prepare and file a registration statement under the Securities Act, on an appropriate form, accordance with respect to the Preferred Shares purchasable upon exercise of the this 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 lawPlan.
Appears in 2 contracts
Sources: Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to the Rights Agent at the office of the Rights Agent in Ridgefield Park, New Jersey, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one onefour-hundredth thousandth (l/100th1/4000th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for each one four-thousandth (1/4000th) of a Preferred Share pursuant to the exercise of each Right shall initially be $500 (Five Hundred Dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by (i) a 10% Stockholder or any Affiliate or Associate of a 10% Stockholder, (ii) a transferee of a 10% Stockholder (or of any Right Certificate may exercise such Associate or Affiliate) who becomes a transferee after the 10% Stockholder becomes such, or (iii) a transferee of a 10% Stockholder (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with a 10% Stockholder becoming such and receives such Rights evidenced thereby pursuant to either (except A) a transfer (whether or not for consideration) from the 10% Stockholder to holders of equity interests in such 10% Stockholder or to any Person with whom the 10% Stockholder 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 otherwise provided herein) in whole a primary purpose or in part effect the avoidance of this Section 7(d), at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 10% Stockholder or an Affiliate or Associate of a 10% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of one four-thousandths (1/4000th) of a Preferred Shares Share (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one onefour-hundredths thousandths (1/100ths1/4000th) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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 2 contracts
Sources: Rights Agreement (Computer Sciences Corp), Rights Agreement (Computer Sciences Corp)
Exercise of Rights. Expiration Date Where the Sole-funded Company exercises its exclusive option, to make the transfer of Rights.equity/assets consistent with the provisions of the Agreement and relevant laws in essence and procedure, the existing shareholders and the Domestic Company undertake to be obliged to take the following actions, individually or jointly:
(a) Subject to --------------------------------------------- Section 7(e) Within seven workdays upon receipt of the purchase notice, the existing shareholders and except as otherwise provided herein (including Section 11)the Domestic Company shall, each Right shall entitle in accordance with the registered holder thereof, upon exercise thereof as provided herein, to purchase for Agreement and the Purchase PriceNotice, at any time after make and sign all necessary documents, including the Distribution Date and at or prior equity/assets transfer contract, with respect to the earlier of (i) purchased equity/assets transfer, and transfer the Close of Business on _______, 2008 (purchased equity/assets to the Close of Business on such date being Sole-funded Company and/or the "Expiration Date"), or (ii) the Redemption Date, designee by one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.time;
(b) The registered holder existing shareholders shall instruct the Domestic Company to convene a shareholders’ meeting in a timely manner, at which the resolution for approving the transfer 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 executed, equity/assets to the Rights Agent at Sole-funded Company and/or the principal office of designee by the Rights Agent in Jersey City, New Jersey, together with payment of existing shareholders or the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.Domestic Company shall be passed;
(c) Upon With respect to the transfer of the purchased equity, if necessary, the existing shareholders and the Domestic Company shall sign the Equity Transfer Agreement (“Equity Transfer Agreement”) in the form set out in Annex III hereto. In the event of other provisions on the content and form of the Equity Transfer Agreement in laws of the PRC, laws of the PRC shall prevail. The closing (subject to the completion of registration of changes in industry and commerce by the industrial and commercial administrative department) of the purchased equity shall not be later than the fifteenth workday after the receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied Equity Purchase Notice by payment of the Purchase Price for existing shareholders and the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Domestic Company, unless otherwise stipulated by each party as the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 to or upon the order of the registered holder of such Right Certificate.be;
(d) In case At the registered holder date of the Agreement, the existing shareholders and the Domestic Company shall also sign one or more Power of Attorney in the content and form set forth in Annex IV hereto, to authorize any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued person designated by the Rights Agent Sole-funded Company to sign and delivered to deliver the registered holder Equity/Assets Transfer Agreement and any other documents set forth herein on behalf of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15.existing shareholders and the Domestic Company;
(e) Notwithstanding anything The existing shareholders and the Domestic Company shall take all necessary actions to carry out and complete the relevant approval and registration formalities without delay, to register the purchased equity/assets in this Rights Agreement the name of the Sole-funded Company and/or the designee effectively without any security interests to them. “Security interest”, referred in the contraryArticle and the Agreement, includes a warranty, guarantee, mortgage, pledge, third party right or interest, any Rights that are at equity option, acquisition right, preemptive right, right of set-off, retention of title or other guarantee arrangements, but does not include any time beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person shall be null security interest arising under the Agreement and void and nontransferable, and any holder of any such Right the Equity Pledge Agreement (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right.as defined below);
(f) Notwithstanding anything The existing shareholders and the Domestic Company shall take all necessary actions to avoid disturbing the transfer of the purchased equity/assets in this Rights Agreement to the contraryessence and procedure. Except conditions expressly set forth herein, neither the Rights Agent existing shareholders nor the Domestic Company shall be obligated to undertake impose any action with respect to a registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth impediment or restrictive condition on the reverse side transfer 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) or Affiliates or Associates thereof as the Company shall reasonably requestpurchased equity/assets.
(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 an 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 2 contracts
Sources: Exclusive Option Agreement (LightInTheBox Holding Co., Ltd.), Exclusive Option Agreement (LightInTheBox Holding Co., Ltd.)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in America by cash or by certified check or bank draft or money order payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price for the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates (or make a Book Entry) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of one one-thousandths of a share of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the hereby directs each such depositary agent to comply with all such requestsrequest), (ii) when necessary to comply with this Rights Agreement or otherwise when appropriate, promptly 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 shares in accordance with Section 1512, (iii) promptly after receipt of such certificates or depositary receipts, receipts (or confirmations or written notices that a Book Entry has been made) cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such 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 receipt thereof, deliver such cash referred to in (ii) above to or upon the order of the registered holder of such Rights Certificate. If the Company is obligated to deliver Common Stock or other securities, pay cash and/or distribute other property pursuant to this Rights Agreement, the Company will make all arrangements necessary so that such securities, cash and or/other property are available for delivery by the Rights Agent, if and when necessary to comply with this Rights Agreement.
(c) Each Person (other than the Company) in whose name any certificate (or Book Entry) for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate or Book Entry shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned 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 of an Acquiring Person) who becomes a transferee after a Section 9(a)(ii) Event (a “Post-Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (x) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e) (a “Pre-Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post-Transferee or Pre-Transferee, either directly or through one or more intermediate transferees, shall in each of the cases (i) to (iv) above 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 this Rights Agreement or otherwise. Neither the Company nor the Rights Agent shall have any 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 and Associates or any transferee of any of them hereunder. The Company shall give the Rights Agent written notice of the identity of any Acquiring Person, Associate of an Acquiring Person or Affiliate of an Acquiring Person known to it, or the nominee of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement and shall be null and void and nontransferable, and any holder of any such Right (including any purported transferee or subsequent holder) shall deemed not to have any right to exercise knowledge of the identity of such Acquiring Person, Associate or transfer any such RightAffiliate or the nominee of the foregoing unless and until it has received notice.
(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 any purported transfer, split up, combination or exchange pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and duly signed the certificate (including the certification regarding the identity of the Beneficial Owner) contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise transfer or exercise, as the case may be and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights evidenced thereby or Affiliates or Associates thereof as the Company or Rights Agent 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 an 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 2 contracts
Sources: Rights Agreement (Tribune Publishing Co), Rights Agreement (Tribune Publishing Co)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) and 8(c)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person or (B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(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 this Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee 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 Righthereunder.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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 2 contracts
Sources: Tax Benefits Preservation Plan (First Security Group Inc/Tn), Tax Benefits Preservation Plan (Steel Excel Inc.)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) and 8(c)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 12 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrarycontrary (except for the last two sentences of this Section 6(e)), any Rights Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person or (B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(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 this Rights Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee of an Acquiring Person hereunder. If a Person in Specified Person Group II is an Acquiring Person, any references to “Rights Beneficially Owned” by such Acquiring Person shall exclude any Rights held by each Person in Specified Person Group I; provided that the Persons in Specified Person Group I are Grandfathered Persons or have failed to be null and void and nontransferableGrandfathered Persons solely as a result of one or more In-Kind Distributions. For the avoidance of doubt, and any holder each security that is a Covered Security, share of any such Right Investor Preferred Stock, Additional Share or Warrant (including any purported transferee or subsequent holdereach within the meaning of the Specified Exchange Agreement) shall not be subject to dilution under this Rights Plan, and the Rights related thereto shall be exercisable, so long as (A) the Persons in Specified Person Group I are Grandfathered Persons (or have any right failed to exercise be Grandfathered Persons solely as a result of one or transfer any more In-Kind Distributions) and (B) a Person in Specified Person Group I has continuously since the Specified Exchange Closing Date (I) had legal title to such Rightsecurity (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security), (II) been the registered or record owner of such security (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security), or (III) held such security (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security) through one or more custodians, depositaries, broker-dealer firms and/or other similar intermediaries.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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 2 contracts
Sources: Tax Benefits Preservation Plan (Citigroup Inc), Tax Benefits Preservation Plan (Citigroup Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) and 8(c)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person or (B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(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 this Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee 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 Righthereunder.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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 2 contracts
Sources: Tax Benefits Preservation Plan (Pmi Group Inc), Tax Benefits Preservation Plan (Pmi Group Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to the Rights Agent at the office of the Rights Agent in New York, New York, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) thousandth of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $25 (twenty-five dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) thousandths of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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 2 contracts
Sources: Rights Agreement (Magnetek Inc), Rights Agreement (Magnetek Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11)the provisions of this Rights Plan, 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), 8(e), 12 and 20) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey Citydesignated for such purpose, New Jerseyaccompanied by a signature guarantee and such other and further documentations as the Rights Agent or the Company may require, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of AmericaAmerica by electronic or wire transfer, in cash or by certified check or money order bank draft payable in immediately available funds to the order of the CompanyRights Agent) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable tax or charge.
(b) Except as otherwise provided herein, upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths of a share of Preferred Shares Stock to be purchased (and the Company hereby irrevocably authorizes its each such transfer agent to comply with all such requests requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights hereunder with a depositary agent under a depositary arrangementarrangement and provides written notice of such election to the Rights Agent, promptly requisition request from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the hereby directs any such depositary agent to comply with all such requestsrequest), (ii) when appropriatenecessary to comply with this Rights Plan, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11; (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash (if any), cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder holder) and (iv) when appropriatenecessary to comply with this Rights Plan, after receipt promptly of the cash requisitioned from the Company, deliver such cash to or upon the order of the registered holder of such Right Certificate. If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when necessary to comply with this Rights Plan.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any taxes or other charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In Except as otherwise provided herein, in case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the number of Rights remaining unexercised shall be issued and delivered by the Company to the Rights Agent and countersigned and delivered if requested and provided with all necessary information by the Rights Agent and delivered to the registered holder of such Right Certificate Certificate, or to his such holder’s duly authorized assigns, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after a Stock Acquisition Date of Rights owned by the relevant Acquiring Person (or any Affiliate Associate thereof) on the Stock Acquisition Date or (B) becomes a transferee prior to or concurrently with a Stock Acquisition Date and, in the case of this clause (B), receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person (or an Associate of an Acquiring Person) or (II) pursuant to either (x) a transfer (whether or not for consideration) from the Acquiring Person (or an Associate thereof) to holders of equity interests in such Acquiring Person (or in such Associate thereof) or to any Person with whom the Acquiring Person (or an Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights (other than a transferee not of a type described in clause (ii)) shall have any rights whatsoever with respect to such Rights, whether under this Rights Plan or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 6(e) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificates or other Person as a result of the Company’s failure to make any such Right determinations with respect to an Acquiring Person or its Associate or any transferee of an Acquiring Person (including any purported transferee or subsequent holderan Associate thereof) shall not have any right to exercise or transfer any such Righthereunder.
(f) Notwithstanding anything in this Rights 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 any Right Certificates Certificate or other securities upon the occurrence of any purported transfer pursuant to Section 5 or exercise as set forth in pursuant to this Section 7 6 unless such registered holder shall have of the applicable Rights (i) shall have properly completed and signed duly executed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof, (iii) shall be in compliance with Section 12, (iv) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 or the Rights Agent shall require and (v) shall have paid a sum sufficient to cover any tax or charge that may be imposed in order to prepare and file a registration statement under the Securities Act, on an appropriate form, connection with respect to the Preferred Shares purchasable upon exercise any transfer or exchange 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 Certificates as required 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 lawSection 8(e) hereof.
Appears in 2 contracts
Sources: Tax Benefits Preservation Plan (Fidelity Southern Corp), Tax Benefits Preservation Plan (Fidelity Southern Corp)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), 8(e), 12 and 20) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable tax or charge. The Rights Agent shall forward any such sum collected by it to the Company or to such Persons as the Company shall specify by written notice.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash (if any), cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when necessary to comply with this Rights Plan.
(ivc) when appropriate, after receipt promptly deliver such cash to or Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the order exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the registered Purchase Price (and any taxes or other charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right CertificateCertificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the number of 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 Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after a Stock Acquisition Date of Rights owned by the relevant Acquiring Person (or any Affiliate Associate thereof) on the Stock Acquisition Date or (B) becomes a transferee prior to or concurrently with a Stock Acquisition Date and, in the case of this clause (B), receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person (or an Associate of an Acquiring Person) or (II) pursuant to either (x) a transfer (whether or not for consideration) from the Acquiring Person (or an Associate thereof) to holders of equity interests in such Acquiring Person (or in such Associate thereof) or to any Person with whom the Acquiring Person (or an Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights (other than a transferee not of a type described in clause (ii)) shall have any rights whatsoever with respect to such Rights, whether under this Rights Plan or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 6(e) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificates or other Person as a result of the Company’s failure to make any such Right determinations with respect to an Acquiring Person or its Associate or any transferee of an Acquiring Person (including any purported transferee or subsequent holderan Associate thereof) shall not have any right to exercise or transfer any such Righthereunder.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and duly signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof, (iii) shall be in compliance with Section 12, (iv) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably requestrequest and (v) shall have paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer or exchange of Rights Certificates as required by Section 8(e) hereof.
(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 an 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 2 contracts
Sources: Shareholder Rights Plan (Synovus Financial Corp), Shareholder Rights Plan (Synovus Financial Corp)
Exercise of Rights. Expiration Date of Rights.
(a) To exercise a Put Right, Rich shall deliver a written notice (the "Notice") to the Company and the other Members. To exercise a Call Right, the Company shall deliver a Notice to Rich and the other Members. In each case the Notice shall specify the number and type of Interests to be put or called consistent with the provisions of Sections 9.2 and 9.4 (the "Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11Interests"), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase applicable aggregate Price and the applicable date for the Purchase consummation of the put or call. The "Price, at " of any time after the Distribution Date and at or prior to the earlier of Subject Interests shall be (i) with respect to Series B Cumulative Preferred Interests, the Close Redemption Value of Business on _______such Series B Cumulative Preferred Interests, 2008 (the Close of Business on such date being the "Expiration Date"), or and (ii) with respect to Common Interests, the Redemption Date, one one-hundredth Initial Capital Contribution in respect of such Common Interests. The Notice shall contain an irrevocable offer to sell or purchase (l/100thas the case may be) of a Preferred Share, subject to adjustment from time to time as provided the Subject Interests in Sections 11 and 12.
(b) the manner set forth below at the applicable aggregate Price. 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 closing of the Right Certificate, with purchase of the form of election to purchase on Subject Interests (the reverse side thereof duly executed, to the Rights Agent "Closing") shall take place at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment Company on the tenth business day after the date of the Purchase Price Notice. At such Closing, the purchasing party shall deliver to Rich a wire transfer in the amount of the applicable aggregate Price.
(b) Notwithstanding anything to the contrary contained in this Article IX, to the extent that the payment for each one one- hundredth the Subject Interests by the Company with its cash would, at the time of payment or issuance thereof, constitute or cause a breach or default (1/100thimmediately or with notice or the lapse of time or both) of a Preferred Share as under any agreement or instrument to which the Rights are exercisedCompany is a party or by which the Company or any of its assets is bound, or violate any law, statute, order, writ, injunction, decree, judgment, rule, regulation, policy or guideline promulgated, or judgment entered by any United States federal, state or local, or foreign court or governmental authority applicable to the Company, or to the extent that the Company does not have sufficient cash to pay the applicable aggregate Price, then all of the Company's rights and obligations in respect of a validly exercised Put Right shall be assumed by CSX and NSC (or, at CSX's and NSC's respective election, their voting trusts or prior to the earlier of (isuccessors or permitted assignees) the Expiration Date or (ii) the Redemption Datein equal proportions.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable Notwithstanding anything to the order contrary contained in this Section 9.3, but subject to the terms of the Companythis Agreement, the Rights Agent shall thereupon Company may at its election (i) either (A) promptly requisition from any transfer agent of exercised pursuant to a vote solely by the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased CSX Director 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares NSC Director in accordance with Section 15, 5.3(c)) assign all or a portion of its Call Right to CSX and NSC (iiior their voting trusts or successors or permitted assignees) 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 to or upon the order of the registered holder of such Right Certificateequal proportions.
(d) If the Company assigns all or a portion of its Call Right or designates all or a portion of its Put Right obligation pursuant to this Section 9.3, it shall provide written notice to Rich to such effect. CSX and/or NSC may, in connection with any such assignment or delegation by the Company, provide that the Subject Interests be conveyed to a third party, including a voting trust established by such party. In case such event, the registered holder payment of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to aggregate Price at the Rights remaining unexercised Closing by such third party shall be issued guaranteed by the Rights Agent CSX and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15NSC in equal proportions.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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 2 contracts
Sources: Limited Liability Company Agreement (Norfolk Southern Corp), Limited Liability Company Agreement (Norfolk Southern Corp)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office or agency of the Rights Agent in Cincinnati, Ohio, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities, cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $80.00 (Eighty dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 20% Shareholder or any Affiliate or Associate of a 20% Shareholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property, or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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 2 contracts
Sources: Rights Agreement (Rocky Shoes & Boots Inc), Rights Agreement (Rocky Shoes & Boots Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e) and 5(f), 7(c), and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either )
(A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-hundredths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock, other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate 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 (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (B) a transfer which is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e) shall be become null and void and nontransferablewithout 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 5(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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 2 contracts
Sources: Rights Agreement (Modem Media Inc), Rights Agreement (Laboratory Corp of America Holdings)
Exercise of Rights. Expiration Date of RightsPURCHASE PRICE: EXPIRATION DATE OF RIGHTS.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(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 executed, to the Rights Agent at the principal office offices of the Rights Agent in Jersey City, New JerseyAgent, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Common Share as to which the Rights are exercised, at or prior to the earlier of (i) the close of business on April 16, 2008 (the "Final Expiration Date or 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 Common Share pursuant to the exercise of a Right shall initially be $160, 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 executed, accompanied by payment of the Purchase Price for the Preferred number of Common Shares (or other securities, cash or other property, as the case may be) to be purchased together with and an amount equal to any applicable transfer taxtax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, in lawful money of the United States of America, in cash or by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Common Shares (or make available, if the Rights Agent is the transfer agent) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (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 and (iv) when appropriate, after receipt promptly receipt, deliver such cash 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 (including to zero) pursuant to Section 11(a)(iv) hereof) may 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 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 fewer 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 his duly authorized assigns, subject to the provisions of Section 15.
14 hereof. (e) Notwithstanding anything in any other provision of this Rights 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 Rights Agreement to the contraryAgreement, neither the Rights Agent nor the Company shall be obligated to undertake take any action whatsoever with respect to a registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such and until the registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase shares set forth on the reverse side of the Right Certificate surrendered for such exercise thereof and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or and former Beneficial OwnerOwner (and Associates and Affiliates of the foregoing) 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 an 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. Expiration Date If any of Rights.
Collateral Agent or the Creditors: (a1) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Price, at ------------------ grants any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(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 duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) or Affiliates or Associates thereof as the Company shall reasonably request.
(g) The Company may temporarily suspend, for a period extension 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 an appropriate form, or forbearance with respect to the Preferred Shares purchasable upon payment of any indebtedness secured by this Mortgage; (2) takes other or additional security for the payment thereof; (3) waives or fails to exercise any right granted under the Credit Documents; (4) grants any release, with or without consideration of the Rights whole or any part of the security held for the payment of the indebtedness secured hereby; (5) amends or modifies in any respect with the consent of Company any of the terms and permit such registration statement to become effective; providedprovisions of the Credit Documents, however, that no such suspension shall remain effective -------- ------- afterthen, and in any such event, such act or omission to act shall not release BCRE under any covenant of this Mortgage, nor preclude Collateral Agent from exercising any right, power or privilege herein granted or intended to be granted upon the Rights occurrence or existence of an Event of Default or otherwise and shall without not in any further action way impair or affect the lien or priority of this Mortgage. No right or remedy of Collateral Agent or the Creditors shall be exclusive of, but shall be in addition to, every other right or remedy, now or hereafter existing at law or in equity. No delay in exercising, or omission to exercise, any right or remedy accruing upon the occurrence or existence of an Event of Default shall impair any such right or remedy, or shall be construed to be a waiver of any such Event of Default, or acquiescence therein, nor shall it affect any subsequent default of the same or a different nature. Any waiver by Collateral Agent hereunder shall be effective only if expressed in a writing signed by Collateral Agent and then only for the Company time and to the extent stated therein. Every such right or remedy may be exercised concurrently or independently and when and as often as may be deemed expedient by Collateral Agent. All rights and remedies of Collateral Agent hereunder and all obligations of BCRE shall be absolute and unconditional, irrespective of any lack of validity or enforceability of the Credit Documents or any other Person become exercisable immediately uponcircumstance which might otherwise constitute a defense available to, the effectiveness or a discharge of, BCRE in respect 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 lawits obligations secured hereby.
Appears in 1 contract
Sources: Secured Revolving Credit Agreement (Boston Chicken Inc)
Exercise of Rights. Expiration Date of Rights.PURCHASE PRICE: EXPIRATION DATE OF RIGHTS. -------------------------------------------------------------
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11)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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) 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, Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one- hundredth (1/100th) one-hundredths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of (i) the close of business on June 30, 2007 (the ''Final Expiration Date Date"), or (ii) the Redemption time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").
(b) The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $75, and shall be subject to adjustment from time to time as provided in Sections 11 and 13(a) hereof and shall be payable 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 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 securities, cash or other assets, as the Preferred Shares case may be) to be purchased together with as set forth below and an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) either )
(A) promptly requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of one one-hundredths 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 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 hereunder with a depositary agent under a depositary arrangementdepository agent, promptly requisition from the depositary depository agent depositary depository receipts representing the such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company will direct the depositary depository agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 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 Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) when appropriate, after receipt promptly thereof, deliver such cash 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 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 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 fewer 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 his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are at any time beneficially owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate 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 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, shall be become null and void without any further action and nontransferableno 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 such Right (including any purported transferee determinations with respect to an Acquiring Person or subsequent holder) shall not have any right to exercise its Affiliates, Associates or transfer any such Righttransferees hereunder.
(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 of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Mmi Companies Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at American Stock Transfer & Trust Company, 6▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The “Exercise Price” for the exercise of each Right shall initially be $15.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 20% Shareholder or any Affiliate or Associate of a 20% Shareholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Exercise Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 15Sections 6 and 14 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Giga Tronics Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to the Rights Agent at the office of the Rights Agent in New York, New York, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) thousandth of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $60 (sixty dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) one- thousandths of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; PROVIDED, HOWEVER, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Magnetek Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) 8(e), 12 and 20) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash (if any), cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and (iv) assets are available for delivery by the Rights Agent, if and when appropriate, after receipt promptly deliver such cash to or .
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the order exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the registered Purchase Price (and any applicable transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right CertificateCertificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the number of 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 Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the public announcement relating to a Stock Acquisition Date with respect to an Acquiring Person who was identified on the Stock Acquisition Date or (B) becomes a transferee with respect to an Acquiring Person (or an Associate thereof) and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person (or an Associate of an Acquiring Person) or (II) pursuant to either (x) a transfer (whether or not for consideration) from the Acquiring Person (or an Associate thereof) to holders of equity interests in such Acquiring Person (or in such Associate thereof) or to any Person with whom the Acquiring Person (or an Associate thereof) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall become null and void without any further action, and no holder of such Rights (other than a transferee not of a type described in clause (ii)) shall have any rights whatsoever with respect to such Rights, whether under this Rights Plan or otherwise. The Company shall use all reasonable efforts to ensure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee 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 Righthereunder.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof, (iii) shall be in compliance with Section 12 and (iv) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.
(g) The Company may temporarily suspend, for hereby waives application of each standstill or other similar provision relating to Company Securities by which a period registered holder of time not to exceed 90 calendar days after the Distribution Date, the exercisability Rights is bound as of the date of this Rights Plan to the extent necessary to permit such registered holder to exercise such Rights in order to prepare and file a registration statement under the Securities Act, on an appropriate form, accordance with respect to the Preferred Shares purchasable upon exercise of the this 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 lawPlan.
Appears in 1 contract
Sources: Shareholder Rights Plan (Sterling Financial Corp /Wa/)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e), 5(f), 7(c), and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either )
(A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-hundredths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 8(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 8(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board has determined in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 5(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e), Section 23(b) and except as otherwise provided herein (including Section 1124(a), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part on any Business Day at any time after the Distribution Date, Date and prior to the Close of Business on the Expiration Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one- hundredth (1/100th) one-thousandths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are then exercised, at or prior to the earlier earliest of (i) the Close of Business on September 2, 2016 (the “Final Expiration Date or Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date.
”), (ciii) Upon receipt of a Right Certificate representing exercisable Rightsthe time at which such Rights are exchanged as provided in Section 24 (the “Exchange Date”), with (iv) the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order final adjournment of the Company’s 2014 annual meeting of stockholders if the stockholders fail to approve this Agreement with an affirmative vote of a majority of the votes cast by holders of shares of Common Stock at the 2014 annual meeting of stockholders (or any adjournment or postponement thereof), (v) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Plan is no longer necessary for the preservation of Tax Benefits, (vi) the beginning of a taxable year of the Company with respect to which the Board of Directors determines that no Tax Benefits may be carried forward, or (vii) such time as the Board of Directors determines that a limitation on the use of the Tax Benefits under Section 382 of the Code would no longer be material to the Company (the earliest of (i), through (vii) being herein referred to as the “Expiration Date”). The Board of Directors shall at least annually consider whether to make the determination provided by Section 7(a)(vii) in light of all relevant factors, including, in particular, the amount and anticipated utilization of the Company’s Tax Benefits and the Company’s market capitalization. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent shall thereupon (imay presume conclusively for all purposes, prior to the Close of Business on September 3, 2016, that the Expiration Date has not occurred. Except as set forth in Section 7(e) either (A) promptly requisition from and notwithstanding any transfer agent other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Preferred Shares (or make available, if the Rights Agent Company is the transfer agent) certificates for the number of Preferred Shares entitled 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 rights 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 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 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right a Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an appropriate form, with respect to the Preferred Shares purchasable upon exercise Rights associated with such shares of Common Stock of the Rights and permit such registration statement to become effective; providedCompany in accordance with the provisions of this Agreement, 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 as of the Rights has been temporarily suspended and shall issue date such Person becomes 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 record holder of such jurisdiction shall not have been obtained or the exercise shares of Common Stock of the Rights shall not be permitted under applicable lawCompany.
Appears in 1 contract
Sources: Tax Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc)
Exercise of Rights. Expiration Date 5.1 Unless an Event of RightsDefault shall have occurred and be continuing, the Chargor shall be entitled to receive all income derived from the Mortgaged Securities and to exercise all rights attaching to any part thereof as he may think fit, but shall deliver to the Agent forthwith upon receipt copies of all notices, reports, accounts and circulars issued to the registered holders of the Mortgaged Securities (unless the Agent or its nominee is the registered holder).
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11)5.2 The Chargor will procure that, each Right shall entitle following 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder occurrence of any Right Certificate may exercise Event of Default and whilst any Event of Default is continuing, all income derived from the Rights evidenced thereby (except as otherwise provided herein) in whole Mortgaged Securities shall be paid to 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 executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the CompanyAgent, (and if received by the Chargor, the Rights Agent Chargor shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates or depositary receipts, cause forthwith pay the same to the Agent) and any such income received by the Agent shall be delivered retained by the Agent in a cash collateral deposit account maintained for that purpose until:
(a) the Event of Default shall have been remedied to or upon the order satisfaction of the registered holder Agent whereupon any such income shall subject to no other Event of such Right CertificateDefault having occurred and be continuing and if the Agent and the Lenders so agrees, registered be released to the Chargor;
(b) payments in such name or names as may be designated full by such holder and (iv) when appropriate, after receipt promptly deliver such cash to or upon the order Chargor of the registered holder Indebtedness; or
(c) recall and or termination of such Right Certificatethe Facility pursuant to the terms of the Loan Documents.
(d) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued 5.3 The security constituted by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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, Memorandum and any holder of any such Right (including any purported transferee further or subsequent holder) other security constituted pursuant hereto, shall not have any right to exercise or transfer any such Right.
(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 of any Right Certificates upon become enforceable immediately on the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form Event 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) 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 an 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 -------- ------- afterDefault, and the Rights Agent shall be entitled then, and at any time thereafter, and without any further action by prior notice to the Company Chargor to sell or any other Person become exercisable immediately uponotherwise dispose of all the Chargor's title to and interest in the Mortgaged Securities for such consideration (which may Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 comprise or include shares or debentures), upon such terms and generally in such manner as the effectiveness of such registration statement. Upon any such suspensionAgent may, the Company shall issue a public announcement stating in its absolute discretion think fit and so that the exercisability Agent shall be entitled as against the Chargor, to retain and apply the proceeds of any sale or disposal and all and any amounts then standing to the credit of any cash collateral deposit account pursuant to Clause 5.2 above, in or towards the discharge of the Rights has been temporarily suspended and shall issue a further public announcement at such time Indebtedness as the suspension is no longer same fall due, in effect. Notwithstanding such manner as the Agent may in its absolute discretion think fit (and for that purpose to effect any provision herein currency conversion that the Agent may consider appropriate) with any surplus being paid to the contrary, the Rights Chargor or other person entitled thereto. The Agent shall not be exercisable liable for any loss howsoever arising out of such sale.
5.4 The rights, powers and authorities of the Agent pursuant to the Power of Attorney hereunder shall be in addition to, and shall not in any jurisdiction if way prejudice or affect the requisite qualification rights and powers of the Agent under this Memorandum; notwithstanding any other provision herein contained the Agent and or any substitute or agent of the Agent under the blue sky or securities laws said Power of such jurisdiction shall not have been obtained or Attorney may at any time prior to the exercise discharge of all moneys hereby secured without notice to the Chargor transfer the Mortgaged Securities into the name of the Rights Agent or its nominees and the Chargor shall not upon demand and at the Chargor's cost execute and do all such transfers acts assurances or things as the Agent may require for assuring and vesting the full legal title in the Mortgaged Securities or any of them to and in the name(s) of the Agent or its nominees PROVIDED ALWAYS that save as aforesaid and as is otherwise stated herein neither the Agent nor any of its substitutes or agents under the Power of Attorney will exercise any of the other rights, powers or authorities conferred by the said Power of Attorney (other than powers of substitution and appointment of agents and the powers conferred in paragraph (o) of Clause 3.1 of the said Power of Attorney) unless and until an Event of Default has occurred, whereupon and whereafter the Agent (or its substitute or agent) shall be permitted under applicable lawentitled to exercise all and any such rights, powers and authorities as it may in its absolute discretion think fit.
Appears in 1 contract
Sources: Loan Agreement (International Wireless Communications Holdings Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to the Rights Agent at the office of the Rights Agent in New York, New York, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) thousandth of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $60 (sixty dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) thousandths of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; PROVIDED, HOWEVER, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Magnetek Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities, cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $16.00 (Sixteen dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 20% Shareholder or any Affiliate or Associate of a 20% Shareholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property, or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at American Stock Transfer & Trust Company, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) ten thousandth of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The "Exercise Price" for the exercise of each Right shall initially be $35.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Exercise Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) ten thousandths of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights; PROVIDED, HOWEVER, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), 8(c) and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-hundredths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 12 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 9(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Rights Agreement (IHS Inc.)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at Olde Monmouth Stock Transfer Co., Inc., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The "Exercise Price" for the exercise of each Right shall initially be $5.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) Notwithstanding anything 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 executed, this Agreement to the Rights Agent at the principal office of the Rights Agent in Jersey Citycontrary, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to from and after the earlier of (i) the Expiration Date or date of the first Section 11(a)(ii) Event and (ii) the Redemption Datedate of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, 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.
(ce) Prior to the Distribution Date, if the Board of Directors of the Company shall have determined that such action adequately protects the interests of the holders of Rights, the Company may, in its discretion, substitute for all or any portion of the Preferred Shares that would otherwise be issuable after the Close of Business on the Distribution Date and upon the exercise of each Right and payment of the Exercise Price: (i) cash, (ii) other equity securities of the Company, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(f) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, properly completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share or such other securities as are to be purchased (in which case certificates for the Preferred Shares to be or such other securities represented by such receipts shall be deposited by the transfer agent with the such depositary agent) ), and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares or such other securities in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, cause the same to be delivered to or upon the order of the registered holder 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights under the Securities Act and any applicable securities law of any jurisdiction; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(ei) Notwithstanding anything in this Rights 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 Rights 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 of any Right Certificates Rights upon the occurrence of any purported exercise as set forth in this Section 7 7, unless such registered holder shall have (i) completed and 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 shall have been duly completed and (ii) signed 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) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
(gj) The Neither the Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of nor the Rights in order Agent shall have any liability to prepare and file a registration statement under the Securities Act, on an appropriate form, with respect to the Preferred Shares purchasable upon exercise any holder 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 as a public announcement stating that the exercisability result 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 Company's failure to make any provision herein determination under this Section 7 or any other section with respect to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification under the blue sky an Acquiring Person or securities laws an Affiliate or Associate of such jurisdiction shall not have been obtained or the exercise of the Rights shall not be permitted under applicable lawan Acquiring Person.
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(eparagraph (b) and except as otherwise provided herein (including Section 11)below, each Right shall entitle the registered holder thereofTrustees are hereby authorized to vote upon any stock, upon exercise thereof as provided hereinbonds, to purchase for the Purchase Priceor other securities of any corporation, association, or trust at any time after comprising the Distribution Date Trust fund or otherwise consent to or request any action on the part of such corporation, association, or trust, and at to give general or prior special proxies or powers of attorney, with or without power of substitution, and to participate in reorganizations, recapitalizations, consolidations, mergers, and similar transactions with respect to such securities; to deposit such stocks and other securities in any voting trust, or with any protective or like committee, or with a trustee, or with depositaries designated thereby; and generally to exercise any of the powers of an owner with respect to the earlier stock and other securities and assets comprising the Trust fund which the Trustees deem to be for the best interests of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject Trust to adjustment from time to time as provided in Sections 11 and 12exercise.
(b) The registered holder of any Right Certificate may exercise Notwithstanding paragraph (a) above, each Participant shall have the Rights evidenced thereby (except as power to vote, or otherwise provided herein) in whole or in part at any time after the Distribution Date, upon surrender of the Right Certificate, act with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Companyrespect to, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights Agreement to the contrary, any Rights that Investment Media which 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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 sponsored and/or managed by the Company or any Affiliated Company that are held by the Trustees for the benefit of such Participant. Such shares shall be voted, or such other Person become exercisable immediately uponaction shall be taken with respect thereto, in accordance with the Participants' instructions except as may otherwise be required by applicable law. To facilitate such right, the effectiveness Trustees shall have delivered to each Participant a copy of all proxies, notices, and other relevant information which are distributed to shareholders of such registration statement. Upon any Investment Media generally and the Trustees shall establish such suspensionprocedures for the collection of Participants' instructions with respect to voting, or taking action with respect to, such shares and the timely
B. The effective date of items 1, 3, 4 and 5 of Section A above is January 1, 1992, the Company shall issue a public announcement stating that effective date of item 2 of Section A above is January 1, 1993, and the exercisability effective date of the Rights has been temporarily suspended and shall issue a further public announcement at such time item 6 of Section A above is December 1, 1992.
C. Said Plan, as the suspension so amended, 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 lawall other respects hereby confirmed.
Appears in 1 contract
Sources: Profit Sharing Retirement Plan and Trust Agreement (Freedom Securities Corp /De/)
Exercise of Rights. Expiration Date of Rights.PURCHASE PRICE: EXPIRATION DATE OF RIGHTS. -------------------------------------------------------------
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11)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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) 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, Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the aggregate Purchase Price for each with respect to the total number of one one- hundredth (1/100th) one-hundredths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earlier of (i) the close of business on June 30, 2007 (the ''Final Expiration Date Date"), or (ii) the Redemption time at which the Rights are redeemed as provided in Section 23 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date").
(b) The Purchase Price for each one one-hundredth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $75, and shall be subject to adjustment from time to time as provided in Sections 11 and 13(a) hereof and shall be payable 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 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 securities, cash or other assets, as the Preferred Shares case may be) to be purchased together with as set forth below and an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) either )
(A) promptly requisition from any transfer agent of the shares of Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent for such shares) certificates for the total number of one one-hundredths 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 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 hereunder with a depositary agent under a depositary arrangementdepository agent, promptly requisition from the depositary depository agent depositary depository receipts representing the such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock as are to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary depository agent) and the Company will direct the depositary depository agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 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 Rights Certificate, registered in such name or names as may be designated by such holder holder, and (iv) when appropriate, after receipt promptly thereof, deliver such cash 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 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 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 fewer 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 his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 15.
14 hereof. (e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights that are at any time beneficially owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate 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 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, shall be become null and void without any further action and nontransferableno 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 such Right (including any purported transferee determinations with respect to an Acquiring Person or subsequent holder) shall not have any right to exercise its Affiliates, Associates or transfer any such Right.
transferees hereunder. (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 of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Mmi Companies Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) and 8(c)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights Beneficially Owned by (i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person or (B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and, in either case, receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(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 this Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee of an Acquiring Person hereunder. The Company shall be null and void and nontransferableentitled to rely on certifications made in the Form of Assignment contained on the reverse side of the Right Certificate, and any holder such reliance shall be deemed conclusive of any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Rightits use of reasonable efforts as contemplated in this Section 6(e).
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Tax Benefits Preservation Plan (Triad Guaranty Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e), Section 23(b) and except as otherwise provided herein (including Section 1124(a), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part on any Business Day at any time after the Distribution Date, Date and prior to the Close of Business on the Expiration Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one- hundredth (1/100th) one-thousandths of a share of Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are then exercised, at or prior to the earlier earliest of (i) the Close of Business on October 22, 2022 (the “Final Expiration Date or Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date.
”), (ciii) Upon receipt of a Right Certificate representing exercisable Rightsthe time at which such Rights are exchanged as provided in Section 24 (the “Exchange Date”), with (iv) the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order final adjournment of the Company’s 2020 annual meeting of stockholders if the stockholders fail to approve this Agreement with an affirmative vote of a majority of the votes cast by holders of shares of Common Stock at the 2020 annual meeting of stockholders (or any adjournment or postponement thereof), (v) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this Plan is no longer necessary for the preservation of Tax Benefits, (vi) the beginning of a taxable year of the Company with respect to which the Board of Directors determines that no Tax Benefits may be carried forward, or (vii) such time as the Board of Directors determines that a limitation on the use of the Tax Benefits under Section 382 of the Code would no longer be material to the Company (the earliest of (i), through (vii) being herein referred to as the “Expiration Date”). The Board of Directors shall at least annually consider whether to make the determination provided by Section 7(a)(vii) in light of all relevant factors, including, in particular, the amount and anticipated utilization of the Company’s Tax Benefits and the Company’s market capitalization. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent shall thereupon (imay presume conclusively for all purposes, prior to the Close of Business on October 22, 2022, that the Expiration Date has not occurred. Except as set forth in Section 7(e) either (A) promptly requisition from and notwithstanding any transfer agent other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Preferred Shares (or make available, if the Rights Agent Company is the transfer agent) certificates for the number of Preferred Shares entitled 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 rights 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 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 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right a Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an appropriate form, with respect to the Preferred Shares purchasable upon exercise Rights associated with such shares of Common Stock of the Rights and permit such registration statement to become effective; providedCompany in accordance with the provisions of this Agreement, 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 as of the Rights has been temporarily suspended and shall issue date such Person becomes 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 record holder of such jurisdiction shall not have been obtained or the exercise shares of Common Stock of the Rights shall not be permitted under applicable lawCompany.
Appears in 1 contract
Sources: Tax Benefits Preservation Rights Agreement (Impac Mortgage Holdings Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) and 8(c)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 17(k), the Rights Agent shall thereupon (i) either promptly
(A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) 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 requests) or
(B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requests, request),
(ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and
(iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrary, any Rights Beneficially Owned by
(i) an Acquiring Person from and after the date on which the Acquiring Person becomes such, or
(ii) a transferee of Rights Beneficially Owned by an Acquiring Person who
(A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person, or
(B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and receives such Rights
(I) with actual knowledge that the transferor is or was an Acquiring Person, or
(II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(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 this Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee 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 Righthereunder.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights
(i) has completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be,
(ii) has not indicated an affirmative response to clause (1) or (2) of the above-referenced certificate, and
(iii) has provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably requestrequests.
(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 an 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
Sources: Tax Benefits Preservation Plan (Porter Bancorp, Inc.)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (7(g) hereof and the other provisions of this Agreement including Section 1123(a), 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 Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent in Boston, Massachusetts or the office of the Rights Agent's service agent in Canton, Massachusetts, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred Share.
(c) The exercise price for the exercise of each Right (the "Exercise Price") shall initially be $80 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Stock and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The Notwithstanding anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, any Rights that are or were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) In case the registered holder of any Right Certificate may shall exercise less than all of the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Daterepresented thereby, upon surrender of the a new Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, Certificate representing Rights equivalent to the Rights Agent at the principal office of remaining unexercised shall be issued by the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier registered holder of (i) such Right Certificate or to such holder's duly authorized assigns, subject to the Expiration Date or (ii) the Redemption Dateprovisions of Section 14 hereof.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer taxtax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof in cash, in lawful money of the United States of America, in cash or by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) In case Notwithstanding the registered holder of any Right Certificate shall exercise 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 his duly authorized assigns, subject to the foregoing provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 Date7, the exercisability of the Rights in order shall be suspended for such period as shall reasonably be necessary for the Company to prepare and file a registration statement register under the Securities Act, on an appropriate form, with respect to Act and any applicable securities law of any jurisdiction 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 be issued pursuant 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 Rights; PROVIDED, HOWEVER, that nothing contained in this Section 7 shall not be permitted relieve the Company of its obligations under applicable lawSection 9(c) hereof.
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to the Rights Agent at the office of the Rights Agent in Ridgefield Park, New Jersey, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one onefour-hundredth thousandth (l/100th1/4000th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for each one four-thousandth (1/4000th) of a Preferred Share pursuant to the exercise of each Right shall initially be $500 (Five Hundred Dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by (i) a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder, (ii) a transferee of a 15% Stockholder (or of any Right Certificate may exercise such Associate or Affiliate) who becomes a transferee after the 15% Stockholder becomes such, or (iii) a transferee of a 15% Stockholder (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with a 15% Stockholder becoming such and receives such Rights evidenced thereby pursuant to either (except A) a transfer (whether or not for consideration) from the 15% Stockholder to holders of equity interests in such 15% Stockholder or to any Person with whom the 15% Stockholder 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 otherwise provided herein) in whole a primary purpose or in part effect the avoidance of this Section 7(d), at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of one four-thousandths (1/4000th) of a Preferred Shares Share (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one onefour-hundredths thousandths (1/100ths1/4000th) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) 11.1.2 and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(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 and certification on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one- hundredth (1/100th) one-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 exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with exercised and an amount equal to any applicable transfer taxtax or charge required to be paid under Section 9 hereof, at any time prior to the time (the “Expiration Date”) that is the earliest of (i) immediately prior to the Effective Time (as defined in lawful money the Merger Agreement) (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date”), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the United States type described in Section 13.3 at which time the Rights are deemed terminated, (iv) the time at which the Rights are exchanged as provided in Section 27, (v) the time at which the Board determines that the NOLs are utilized in all material respects or no longer available in any material respect under Section 382 of Americathe Code or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in cash any particular time period, for applicable tax purposes, or (vi) a determination by certified check or money order payable the Board, prior to the order time any Person becomes an Acquiring Person, that the Plan and the Rights are no longer in the best interests of the CompanyCompany and its stockholders. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent shall thereupon (i) either (A) promptly requisition from any transfer agent of the Preferred Shares (or make availablemay presume conclusively for all purposes, if the Rights Agent is the transfer agent) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent prior to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 Final Expiration Date, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act, on an 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 Expiration Date 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 lawoccurred.
Appears in 1 contract
Sources: Tax Benefit Preservation Plan (Leap Wireless International Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(eSections 7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The Exercise Price for the exercise of each Right shall initially be $33.33 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section ll(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall 13 thereafter have no right to exercise or exchange such Rights.
(e) Prior to the Distribution Date, upon surrender if a majority, but not less than three, of the Right CertificateIndependent Directors shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agent) Common Shares and/or securities), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(eSections 7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The Exercise Price for the exercise of each Right shall initially be $33.33 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section ll(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise or exchange such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors shall have determined that such action adequately protects the interests of the Right Certificateholders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agent) Common Shares and/or securities), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e), 5(f), 7(c), and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-hundredths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 8(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 8(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board has determined in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 5(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at 2▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Canton, Massachusetts, 02021, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The “Exercise Price” for the exercise of each Right shall initially be $150.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a Triggering Stockholder or any Affiliate or Associate of a Triggering Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a Triggering Stockholder or an Affiliate or Associate of a Triggering Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Exercise Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of in (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date So long as any Secured Obligations ------------------ remain outstanding, each of Rights.the Beneficiaries hereby acknowledges and agrees as follows:
(a) Subject to --------------------------------------------- Section 7(e) 5.2 hereof until a Trigger Event shall have occurred, the Collateral Agent shall administer the Collateral in the manner contemplated by this Agreement, including, in particular Article 3 hereof, and except as otherwise provided herein (including only upon the occurrence and continuance of a Trigger Event, the Collateral Agent shall exercise and only upon the written instruction of, and on behalf of, the Required Beneficiaries in accordance with this Section 11)4.2 and Sections 4.3 and 4.4 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 such rights and at or prior remedies with respect to the earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject Collateral as are granted to adjustment from time to time as provided in Sections 11 it under this Agreement and 12applicable law.
(b) The registered holder No Beneficiaries and no class or classes of Beneficiaries shall have any Right Certificate may right, other than in accordance with this Section 4.2 and Sections 4.3 and 4.4 hereof, to (i) sell, exchange, release, not perfect and otherwise deal with any property at any time pledged, assigned or mortgaged to secure the Secured Obligations, (ii) exercise or refrain from exercising any rights to direct the Rights evidenced thereby Collateral Agent to take any action in respect of the Collateral, or (iii) take any other action with respect to the Collateral (A) independently of the Collateral Agent or (B) other than to direct the Collateral Agent to take action in accordance with this Section 4.2 and Sections 4.3 and 4.4 hereof. Any of the Beneficiaries or the Collateral Agent may, at any time and from time to time (i) amend in any manner any outstanding Company Documents to which they are a party in accordance with the terms thereof, (ii) release anyone liable in any manner under or in respect of such Beneficiary's Secured Obligations in accordance with the terms of the Company Documents to which they are a party and (iii) apply any sums from time to time received for payment or satisfaction of such Beneficiary's Secured Obligations 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 executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption DateSection 4.5 hereof.
(c) Upon receipt Each Beneficiary hereby agrees that upon the request of a Right Certificate representing exercisable Rights, the Collateral Agent it will give the Collateral Agent notice of the outstanding Secured Obligations owed by the Company to such Beneficiary in connection with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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, related Lease 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 Rights Agreement to other information that the contrary, neither the Rights Collateral Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) or Affiliates or Associates thereof as the Company shall may 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 an 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
Sources: Collateral Agency and Intercreditor Agreement (General American Railcar Corp Ii)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e), 5(f), 7(c), and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either )
(A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person or (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 8(a)(ii) Event or (B) becomes a transferee prior to or concurrently with a Section 8(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board has determined in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 5(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Rights Agreement (At&t Comcast Corp)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Price, at At any time after the Distribution Date and at first to occur of eighteen months from the date of this Agreement or prior six months after an initial public offering of the Company's Common Stock, upon the written demand of the Demanding Holders, or after the fifth anniversary of this Agreement, upon the written demand of the Majority of Series B Preferred Stock, the Company shall use its best efforts to effect, as expeditiously as possible, the earlier registration (a "Demand Registration") under the Securities Act of (i) all Registrable Securities held by such Demanding Holders which are requested to be registered in the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or initial written demand and (ii) any additional Registrable Securities requested to be registered by any Holders who elect to include Registrable Securities in such Demand Registration in a written notice or notices given within five business days of the Redemption Datedate the Demand Registration Notice (as defined below) is given by the Company (together with the Registrable Securities described in clause (i), one one-hundredth the "Included Securities"). Promptly (l/100thbut in no event later than five business days) after the receipt by the Company of any written demand pursuant to clause (i) of the immediately preceding sentence, the Company will give written notice of such demand to all the Holders (the "Demand Registration Notice"). The Company shall (x) cause to be filed as soon as practicable and in no event later than one hundred twenty (120) days after delivery to the Company of the Demand Registration Notice, a Preferred Shareregistration statement covering such Registrable Securities, subject which the Company has been so requested to adjustment from time register by the Demanding Holders, (y) effect the registration under the Securities Act of the Included Securities as expeditiously as possible and use its best efforts to time have such registration become and remain effective as provided in Sections 11 Section 4 hereof, and 12.
(bz) The registered holder of refrain from filing any Right Certificate may exercise the Rights evidenced thereby other registration statement, other than pursuant to a registration statement on Form S-4 or S-8 (except as otherwise provided hereinor similar or successor forms) in whole or in part at with respect to any time after the Distribution Date, upon surrender other securities of the Right Certificate, with Company until such date which is sixty (60) days following effectiveness of the form of election to purchase on the reverse side thereof duly executed, registration statement filed in response to the Rights Agent at Demand Registration Notice. Notwithstanding the principal office of the Rights Agent in Jersey Cityforegoing, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 the right to deposit delay any Demand Registration for a single period of not more than 90 days after the Preferred Shares date of any request to register the Registrable Securities pursuant to the Demand Registration, if, at the time of such request, the Company is preparing, or within thirty days thereafter engages an underwriter, and commences in good faith to prepare, a Registration Statement for a public offering (other than a registration relating solely to employee benefit plans) which is in fact filed and becomes effective within 90 days after the date the Demanding Holders provided the written registration request, or is engaged in any material acquisition or divestiture or other business transaction with a depositary agent under third party which the Board of Directors of the Company reasonably determines in good faith would be adversely affected by the Demand Registration to the material detriment of the Company. The Company shall not exercise the delay right provided in the immediately preceding sentence more than twice in any 12-month period. The Company shall select the underwriters for a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share Demand Registration that is to be purchased (in which case certificates for an underwritten offering, and the Preferred Shares to be represented by such receipts managing underwriter shall be deposited by one or more reputable nationally recognized investment banks reasonably acceptable to the transfer agent with Demanding Holders. Each Holder of Included Securities shall be permitted to withdraw all or any part of the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt Included Securities 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 to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of from any Right Certificate shall exercise 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights Agreement to the contrary, any Rights that are Demand Registration 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 Rights Agreement prior to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder effective date of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an appropriate form, with respect to the Preferred Shares purchasable upon exercise of the Rights and permit such registration statement to become effectiveDemand Registration; provided, howeverthat such Demand Registration shall count as a Demand Registration unless the Holders of the Included Securities pay all expenses referred to in Section 9(a) in connection with the withdrawn registration; provided, further, that no if at the time of such suspension shall remain effective -------- ------- afterwithdrawal, the Holders of the Included Securities have learned of a material adverse change in the conditions, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the Rights shall without any further action request with reasonable promptness following disclosure by the Company or any other Person become exercisable immediately upon, the effectiveness of such registration statement. Upon any such suspensionmaterial adverse change, then 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 Holders shall not be exercisable in required to pay any jurisdiction if the requisite qualification under the blue sky or securities laws of such jurisdiction expenses and shall not have been obtained or the exercise of the Rights shall not be permitted under applicable lawretain their rights pursuant to this Section 2(a).
Appears in 1 contract
Exercise of Rights. Expiration Date No failure on the part of Rights.
(a) Subject the Guaranteed Party to --------------------------------------------- Section 7(e) exercise, and except no delay in exercising, any right, remedy or power hereunder shall operate as otherwise provided herein (including Section 11), each Right shall entitle the registered holder a waiver thereof, upon nor shall any single or partial exercise thereof as provided hereinby the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to purchase for the Purchase Price, Guaranteed Party or allowed it by applicable Law or other agreement shall be cumulative and not exclusive of any other and may be exercised by the Guaranteed Party at any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) time. Each Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure or delay on the part at any time after the Distribution Date, upon surrender of the Right CertificateGuaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or Merger Subs (it being understood and agreed that such Guarantor shall have the right to assert as a defense any defense that is available to Parent under the Agreement other than as specified in clause (e) below); (b) any change in the time, place, manner or terms of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Agreement made in accordance with the form of election to purchase on the reverse side terms thereof duly executedor any agreement evidencing, to the Rights Agent at the principal office securing or otherwise executed in connection with any of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
Obligations; (c) Upon receipt of a Right Certificate representing exercisable Rightsthe addition, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash substitution or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 to or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder release of any Right Certificate shall exercise 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 entity or to his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights Agreement to the contrary, any Rights that are at any time beneficially owned by an Acquiring other Person now 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an appropriate form, hereafter liable with respect to the Preferred Shares purchasable upon exercise of Obligations or otherwise interested in 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 transactions contemplated by the Company Agreement; (d) any change in the corporate existence, structure or ownership of Parent, any Guarantor 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 now or hereafter liable with respect to the contraryObligations or otherwise interested in the transactions contemplated by the Agreement; (e) any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding affecting Parent or any other Person or any of their respective assets now or hereafter interested in the Rights shall not be exercisable in transactions contemplated by the Agreement; (f) the adequacy of any jurisdiction if means the requisite qualification under Guaranteed Party may have of obtaining payment related to the blue sky Obligations or securities laws (g) the existence of such jurisdiction shall not any claim, set-off or other right which any Guarantor may have been obtained at any time against Parent or the exercise of Guaranteed Party (or any other Person), whether in connection with the Rights shall not be permitted under applicable lawObligations or otherwise.
Appears in 1 contract
Sources: Limited Guarantee (Vacasa, Inc.)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f) and 8(c)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (ii)(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 12 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement Plan to the contrarycontrary (except for the last two sentences of this Section 6(e)), any Rights Beneficially Owned by
(i) an Acquiring Person from and after the date on which the Acquiring Person becomes such or (ii) a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person or (B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(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 this Rights Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee of an Acquiring Person hereunder. If a Person in Specified Person Group II is an Acquiring Person, any references to “Rights Beneficially Owned” by such Acquiring Person shall exclude any Rights held by each Person in Specified Person Group I; provided that the Persons in Specified Person Group I are Grandfathered Persons or have failed to be null and void and nontransferableGrandfathered Persons solely as a result of one or more In-Kind Distributions. For the avoidance of doubt, and any holder each security that is a Covered Security, share of any such Right Investor Preferred Stock, Additional Share or Warrant (including any purported transferee or subsequent holdereach within the meaning of the Specified Exchange Agreement) shall not be subject to dilution under this Rights Plan, and the Rights related thereto shall be exercisable, so long as (A) the Persons in Specified Person Group I are Grandfathered Persons (or have any right failed to exercise be Grandfathered Persons solely as a result of one or transfer any more In-Kind Distributions) and (B) a Person in Specified Person Group I has continuously since the Specified Exchange Closing Date (I) had legal title to such Rightsecurity (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security), (II) been the registered or record owner of such security (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security), or (III) held such security (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security) through one or more custodians, depositaries, broker-dealer firms and/or other similar intermediaries.
(f) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Exchange Agreement (Citigroup Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent set forth in Section 2.6, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The “Exercise Price” for the exercise of each Right shall initially be $15.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) Notwithstanding anything 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 executed, this Agreement to the Rights Agent at the principal office of the Rights Agent in Jersey Citycontrary, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to from and after the earlier of (i) the Expiration Date or date of the first Section 11(a)(ii) Event and (ii) the Redemption Datedate of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, 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.
(ce) Prior to the Distribution Date, if the Board of Directors of the Company shall have determined that such action adequately protects the interests of the holders of Rights, the Company may, in its discretion, substitute for all or any portion of the Preferred Shares that would otherwise be issuable after the Close of Business on the Distribution Date and upon the exercise of each Right and payment of the Exercise Price: (i) cash, (ii) other equity securities of the Company, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(f) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, properly completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share or such other securities as are to be purchased (in which case certificates for the Preferred Shares to be or such other securities represented by such receipts shall be deposited by the transfer agent with the such depositary agent) ), and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares or such other securities in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, cause the same to be delivered to or upon the order of the registered holder 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights under the Securities Act and any applicable securities law of any jurisdiction; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(ei) Notwithstanding anything in this Rights 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 Rights 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 of any Right Certificates Rights upon the occurrence of any purported exercise as set forth in this Section 7 7, unless such registered holder shall have (i) completed and 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 shall have been duly completed and (ii) signed 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) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
(gj) The Neither the Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of nor the Rights in order Agent shall have any liability to prepare and file a registration statement under the Securities Act, on an appropriate form, with respect to the Preferred Shares purchasable upon exercise any holder 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 as a public announcement stating that the exercisability result 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 Company’s failure to make any provision herein determination under this Section 7 or any other section with respect to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification under the blue sky an Acquiring Person or securities laws an Affiliate or Associate of such jurisdiction shall not have been obtained or the exercise of the Rights shall not be permitted under applicable lawan Acquiring Person.
Appears in 1 contract
Sources: Rights Agreement (SoftBrands, Inc.)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of ----------- - this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at The Bank of New York, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 22nd Floor, Equity Tender and Exchange, New York, New York, 10286, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Assistant Treasurer, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-one- hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The "Exercise Price" for the exercise of each Right shall initially -------------- be $10.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of ----------- Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 12.13 hereof and the other provisions of this Agreement. ------------ -- --
(bd) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) Notwithstanding anything 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 executed, this Agreement to the Rights Agent at the principal office of the Rights Agent in Jersey Citycontrary, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to from and after the earlier of (i) the Expiration Date or date of the first Section 11(a)(ii) Event and (ii) the Redemption Datedate of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, 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.
(ce) Prior to the Distribution Date, if the Board of Directors of the Company shall have determined that such action adequately protects the interests of the holders of Rights, the Company may, in its discretion, substitute for all or any portion of the Preferred Shares that would otherwise be issuable after the Close of Business on the Distribution Date and upon the
(f) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, properly completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order --------- cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the ---------- depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share or such other securities as are to be purchased (in which case certificates for the Preferred Shares to be or such other securities represented by such receipts shall be deposited by the transfer agent with the such depositary agent) ), and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares or such other securities in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary ---------- receipts or depositary receiptscash, cause the same to be delivered to or upon the order of the registered holder 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the --------- exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights under the Securities Act and any applicable securities law of any jurisdiction; provided, however, that nothing contained in this -------- ------- Section 7 shall relieve the Company of its obligations under Section 9(c) --------- ----------- hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 15.14 hereof. ----------
(ei) Notwithstanding anything in this Rights 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 Rights 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 of any Right Certificates Rights upon the occurrence of any purported exercise as set forth in this Section 7 7, unless such registered holder shall have (i) completed and 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 shall have been duly completed and (ii) signed 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) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
(gj) The Neither the Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of nor the Rights in order Agent shall have any liability to prepare and file a registration statement under the Securities Act, on an appropriate form, with respect to the Preferred Shares purchasable upon exercise any holder 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 as a public announcement stating that the exercisability result 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 Company's failure to make any provision herein determination under this Section 7 or any other section with respect to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification under the blue sky --------- an Acquiring Person or securities laws an Affiliate or Associate of such jurisdiction shall not have been obtained or the exercise of the Rights shall not be permitted under applicable lawan Acquiring Person.
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at U.S. Stock Transfer Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The "Exercise Price" for the exercise of each Right shall initially be $80.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) Notwithstanding anything 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 executed, this Agreement to the Rights Agent at the principal office of the Rights Agent in Jersey Citycontrary, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to from and after the earlier of (i) the Expiration Date or date of the first Section 11(a)(ii) Event and (ii) the Redemption Datedate of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, 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.
(ce) Prior to the Distribution Date, if the Board shall have determined that such action adequately protects the interests of the holders of Rights, the Company may, in its discretion, substitute for all or any portion of the Preferred Shares that would otherwise be issuable after the Close of Business on the Distribution Date and upon the exercise of each Right and payment of the Exercise Price: (i) cash, (ii) other equity securities of the Company, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7 (d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(f) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, properly completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share or such other securities as are to be purchased (in which case certificates for the Preferred Shares to be or such other securities represented by such receipts shall be deposited by the transfer agent with the such depositary agent) ), and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares or such other securities in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, cause the same to be delivered to or upon the order of the registered holder holder, of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary to comply with this Agreement, after receipt promptly thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights under the Securities Act and any applicable securities law of any jurisdiction; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(ei) Notwithstanding anything in this Rights 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 Rights 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 of any Right Certificates Rights upon the occurrence of any purported exercise as set forth in this Section 7 7, unless such registered holder shall have (i) completed and 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 shall have been duly completed and (ii) signed 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) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
(gj) The Neither the Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of nor the Rights in order Agent shall have any liability to prepare and file a registration statement under the Securities Act, on an appropriate form, with respect to the Preferred Shares purchasable upon exercise any holder 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 as a public announcement stating that the exercisability result 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 Company's failure to make any provision herein determination under this Section 7 or any other section with respect to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification under the blue sky an Acquiring Person or securities laws an Affiliate or Associate of such jurisdiction shall not have been obtained or the exercise of the Rights shall not be permitted under applicable lawan Acquiring Person.
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e), 5(f), 7(c) and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable tax or charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-hundredths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when necessary to comply with this agreement.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any taxes or charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 8(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 8(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall promptly notify the Rights Agent in writing when this Section 5(e) applies and shall use all reasonable efforts to insure that the provisions of this Section 5(e) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificates or other Person as a result of its failure to make any such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have duly and properly completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent 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 an 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
Sources: Rights Agreement (Genta Inc De/)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at Mellon Investor Services LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) hundredth
of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The “Exercise Price” for the exercise of each Right shall initially be $30.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights. The Company will notify the Rights Agent when this Section 7(d) applies and shall give the Rights Agent written notice of the identity of such 15% Stockholder, Affiliate or Associate, or the nominee of any of the foregoing. The Rights Agent may rely on such notice in carrying out its duties under this Agreement and shall be deemed not to have any knowledge of the identity of any such 15% Stockholder, Affiliate or Associate, or the nominee of any of the foregoing unless and until it shall have received such notice.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Exercise Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Chromavision Medical Systems Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date", the
(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement), or .
(iic) the Redemption Date, The Exercise Price for each one onefour-hundredth thousandth (l/100th1/4000th) of a Preferred ShareShare pursuant to the exercise of each Right shall initially be $500 (Five Hundred Dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by (i) a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder, (ii) a transferee of a 15% Stockholder (or of any Right Certificate may exercise such Associate or Affiliate) who becomes a transferee after the 15% Stockholder becomes such, or (iii) a transferee of a 15% Stockholder (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with a 15% Stockholder becoming such and receives such Rights evidenced thereby pursuant to either (except A) a transfer (whether or not for consideration) from the 15% Stockholder to holders of equity interests in such 15% Stockholder or to any Person with whom the 15% Stockholder 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 otherwise provided herein) in whole a primary purpose or in part effect the avoidance of this Section 7(d), at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of Exercise Price,
(i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of one four-thousandths (1/4000th) of a Preferred Shares Share (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one onefour-hundredths thousandths (1/100ths1/4000th) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof properly completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The Exercise Price for the exercise of each Right shall initially be $175 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise or exchange such Rights.
(e) Prior to the Distribution Date, upon surrender if a majority of the Right CertificateBoard of Directors shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, properly completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or governmental charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agent) Common Shares and/or securities), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriatenecessary to comply with this Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 appropriatenecessary to comply with this Agreement, after receipt promptly thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(ei) Notwithstanding anything in this Rights 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 Rights 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 of any Right Certificates Rights upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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 shall have been duly completed and (ii) signed by the registered holder thereof and the Company and the Rights Agent shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.
(gj) The Neither the Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the Distribution Date, the exercisability of nor the Rights in order Agent shall have any liability to prepare and file a registration statement under the Securities Act, on an appropriate form, with respect to the Preferred Shares purchasable upon exercise any holder 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 as a public announcement stating that the exercisability result of the Rights has been temporarily suspended and shall issue Company's failure to make any determination under this Section 7 or any other section with respect to 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 15% stockholder or securities laws an Affiliate or Associate of such jurisdiction shall not have been obtained a 15% stockholder or the exercise of the Rights shall not be permitted under applicable lawtransferees hereunder.
Appears in 1 contract
Sources: Rights Agreement (Jacobs Engineering Group Inc /De/)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e), 5(f), 7(c) and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either )
(A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section
(a) (ii) Event,(B) becomes a transferee prior to or concurrently with a Section 8(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 5(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Rights Agreement (Therasense Inc)
Exercise of Rights. Expiration Date 6.1 Unless and until a Event of RightsDefault shall have occurred and be continuing, the Pledgor shall be entitled to receive and retain all dividends and other distributions made on or in respect of the Pledged Property and to exercise all voting rights attaching to the Existing Securities or any thereof for all purposes.
(a) Subject 6.2 If a Event of Default shall have occurred and be continuing the Pledgee shall, without prejudice to --------------------------------------------- any other right or remedy available hereunder or under applicable law, forthwith become entitled:
6.2.1 upon notice to the Pledgor and the Borrower, solely and exclusively to all the voting rights attaching to the Pledged Property or any thereof and the Pledgor shall exercise such rights in such manner as the Pledgee may in its commercially reasonable discretion determine; and/or
6.2.2 to receive and, pursuant to Section 7(e) 6.03 of the Credit Agreement, apply all dividends and except as otherwise provided herein (including Section 11), each Right other distributions made on or in respect of the Pledged Property or any part thereof and any such dividends and other distributions received by the Pledgor after such time shall entitle be held in trust by the registered holder thereof, upon exercise thereof as provided herein, to purchase Pledgor for the Purchase PricePledgee and be paid or transferred to the Pledgee on demand; and/or
6.2.3 upon at least ten (10) Business Days' notice to, but without consent or concurrence by, the Pledgor to sell the Pledged Property or any part thereof by such method, at any time after such place and upon such terms as the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate Pledgee 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 executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares determine in accordance with Section 15applicable law, (iii) promptly after receipt of with power to postpone any such certificates or depositary receipts, cause sale and in any such case the same Pledgee may exercise any and all rights attaching to be delivered to or upon the order of Pledged Property as the registered holder of such Right Certificate, registered Pledgee in such name or names as its commercially reasonable discretion may be designated determine and without being answerable for any loss occasioned by such holder and (iv) when appropriate, after receipt promptly deliver such cash to sale or upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall exercise 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) or Affiliates or Associates resulting from postponement 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 an 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 such rights; upon any sale of the Rights Pledged Property or any part thereof the purchaser thereof shall not be permitted under bound to see or enquire whether the power of sale of the Pledgee has arisen in the manner herein provided and the sale shall be deemed to be within the power of the Pledgee and the receipt of the Pledgee for the purchase money shall effectively discharge the purchaser of the Pledged Property, or any part thereof, who shall not be concerned or be in any way answerable therefor.
6.3 Following the occurrence of an Event of Default which is continuing and if the Pledgee so requests, the Pledgor shall procure that the Borrower forthwith enter the relevant details of the Pledgee or its nominee as shareholder in respect of the Pledged Property in the register of members of the Borrower upon presentation of the properly completed executed share transfer form and satisfaction of any applicable lawlegal requirements.
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) but not including the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced represented thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date, upon surrender of the such Right Certificate, with the form of election to purchase purchase, including certificate, on the reverse side thereof properly completed and duly executed, with signature guaranteed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one- one-hundredth (1/100th) of a Preferred Share as to which (or Common Shares, other securities, cash and/or other property in accordance with the provisions of this Agreement). The Company shall promptly notify the Rights are exercised, at or prior to Agent in writing upon the earlier occurrence of (i) the Rights Expiration Date or (ii) and, if such notification is given orally, the Redemption DateCompany shall promptly confirm same in writing. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes, that the Rights Expiration Date has not occurred.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price The “Exercise Price” for the Preferred Shares to exercise of each Right shall initially be purchased together with an amount equal to any applicable transfer tax, $20.00 and shall be payable in lawful money of the United States of America, America in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall thereupon (iaccordance with Section 7(f) either (A) promptly requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for hereof. The Exercise Price and 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) Common Shares, 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 an 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.other
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in America by cash or by certified check or bank draft or money order payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price for the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates (or make a Book Entry) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of one one-thousandths of a share of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the hereby directs each such depositary agent to comply with all such requestsrequest), (ii) when necessary to comply with this Rights Agreement or otherwise when appropriate, promptly 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 shares in accordance with Section 15Section 12, (iii) promptly after receipt of such certificates or depositary receipts, receipts (or confirmations or written notices that a Book Entry has been made) cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such 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 receipt thereof, deliver such cash referred to in (ii) above to or upon the order of the registered holder of such Right Certificate. If the Company is obligated to deliver Common Stock or other securities, pay cash and/or distribute other property pursuant to this Rights Agreement, the Company will make all arrangements necessary so that such securities, cash and or/other property are available for delivery by the Rights Agent, if and when necessary to comply with this Rights Agreement.
(c) Each Person (other than the Company) in whose name any certificate (or Book Entry) for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such one one-thousandth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate or Book Entry shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 15Section 12.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned 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 of an Acquiring Person) who becomes a transferee after a Section 9(a)(ii) Event (a “Post-Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (x) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e) (a “Pre-Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post-Transferee or Pre-Transferee, either directly or through one or more intermediate transferees, shall in each of the cases (i) to (iv) above 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 this Rights Agreement or otherwise. Neither the Company nor the Rights Agent shall have any 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 and Associates or any transferee of any of them hereunder. The Company shall give the Rights Agent written notice of the identity of any Acquiring Person, Associate of an Acquiring Person or Affiliate of an Acquiring Person known to it, or the nominee of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement and shall be null and void and nontransferable, and any holder of any such Right (including any purported transferee or subsequent holder) shall deemed not to have any right to exercise knowledge of the identity of such Acquiring Person, Associate or transfer any such RightAffiliate or the nominee of the foregoing unless and until it has received notice.
(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 any purported transfer, split up, combination or exchange pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and duly signed the certificate (including the certification regarding the identity of the Beneficial Owner) contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise transfer or exercise, as the case may be and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights evidenced thereby or Affiliates or Associates thereof as the Company or Rights Agent 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in America by cash or by certified check or bank draft or money order payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price for the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates (or make a Book Entry) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of one one-thousandths of a share of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the hereby directs each such depositary agent to comply with all such requestsrequest), (ii) when necessary to comply with this Rights Agreement or otherwise when appropriate, promptly 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 shares in accordance with Section 15Section 12, (iii) promptly after receipt of such certificates or depositary receipts, receipts (or confirmations or written notices that a Book Entry has been made) cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such 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 receipt thereof, deliver such cash referred to in (ii) above to or upon the order of the registered holder of such Rights Certificate. If the Company is obligated to deliver Common Stock or other securities, pay cash and/or distribute other property pursuant to this Rights Agreement, the Company will make all arrangements necessary so that such securities, cash and or/other property are available for delivery by the Rights Agent, if and when necessary to comply with this Rights Agreement.
(c) Each Person (other than the Company) in whose name any certificate (or Book Entry) for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate or Book Entry shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 15Section 12.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned 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 of an Acquiring Person) who becomes a transferee after a Section 9(a)(ii) Event (a “Post-Transferee”), (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (x) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e) (a “Pre-Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post-Transferee or Pre-Transferee, either directly or through one or more intermediate transferees, shall in each of the cases (i) to (iv) above 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 this Rights Agreement or otherwise. Neither the Company nor the Rights Agent shall have any 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 and Associates or any transferee of any of them hereunder. The Company shall give the Rights Agent written notice of the identity of any Acquiring Person, Associate of an Acquiring Person or Affiliate of an Acquiring Person known to it, or the nominee of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Rights Agreement and shall be null and void and nontransferable, and any holder of any such Right (including any purported transferee or subsequent holder) shall deemed not to have any right to exercise knowledge of the identity of such Acquiring Person, Associate or transfer any such RightAffiliate or the nominee of the foregoing unless and until it has received notice.
(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 any purported transfer, split up, combination or exchange pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and duly signed the certificate (including the certification regarding the identity of the Beneficial Owner) contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise transfer or exercise, as the case may be and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights evidenced thereby or Affiliates or Associates thereof as the Company or Rights Agent 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 an 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. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office or agency of the Rights Agent in Jersey City, New Jersey, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities, cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $115 (One Hundred Fifteen Dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Too Inc)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein), including Sections 6(e), 6(f), 8(c) and 9
(a) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in America by cash or by certified check or bank draft or money order payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price for the total number of one one-hundredths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates (or make a Book Entry) for the total number of one one-hundredths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of one one-hundredths of a share of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the hereby directs each such depositary agent to comply with all such requestsrequest), (ii) when necessary to comply with this Rights Agreement or otherwise when appropriate, promptly 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 shares in accordance with Section 1512, (iii) promptly after receipt of such certificates or depositary receipts, receipts (or confirmations or written notices that a Book Entry has been made) cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder), and (iv) when necessary to comply with the Rights Agreement (or otherwise when appropriate as determined by the Company with notice to the Rights Agent), after receipt thereof, deliver such cash referred to in (ii) above to or upon the order of the registered holder of such Rights Certificate. If the Company is obligated to deliver Common Stock or other securities, pay cash and/or distribute other property pursuant to this Rights Agreement, the Company will make all arrangements necessary so that such securities, cash and or/other property are available for delivery by the Rights Agent, if and when necessary to comply with this Agreement.
(c) Each Person (other than the Company) in whose name any certificate (or Book Entry) for a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such one one-hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate or Book Entry shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who becomes a transferee after a Section 9(a)(ii) Event (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 a Section 9(a)(ii) Event and receives such Rights pursuant to either (x) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e) (a “Pre-Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post-Transferee or Pre-Transferee, either directly or through one or more intermediate transferees, shall be in each of the cases (i) to (iv) above become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Rights Agreement or otherwise. Neither the Company nor the Rights Agent shall have any 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 and Associates or any transferee of any of them hereunder. The Company shall give the Rights Agent written notice of the identity of any Acquiring Person, Associate or Affiliate known to it, or the nominee of the foregoing, and the Rights Agent may rely on such Right (including any purported transferee or subsequent holder) notice in carrying out its duties under this Agreement and shall be deemed not to have any right to exercise knowledge of the identity of such Acquiring Person, Associate or transfer any such RightAffiliate or the nominee of the foregoing unless and until it has received notice.
(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 any purported transfer, split up, combination or exchange pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and duly signed the certificate (including the certification regarding the identity of the Beneficial Owner) contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise transfer or exercise, as the case may be and (ii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights evidenced thereby or Affiliates or Associates thereof as the Company or Rights Agent 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), 8(c) and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check, cashier’s check bank draft or money order payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any tax or charge required to be paid under Section 8(e) hereof. Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at the earlier of (a) if after the Distribution Date, the time the Rights are no longer exercisable hereunder, and (b) the Expiration Date.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-hundredths of a share of Preferred Shares Stock to be purchased (and the Company hereby irrevocably authorizes its each such transfer agent to comply with all such requests requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct hereby directs each such the depositary agent to comply with all such requestsrequest), (ii) when appropriatenecessary to comply with this Rights Agreement, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1512 hereof, (iii) promptly after receipt of such certificates 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) when necessary to comply with this Rights Agreement, after receipt, deliver such cash to or upon the order of the registered holder of such Right Certificate. If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any taxes or other charges) was made. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assigns, subject to the provisions of Section 1512 hereof.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person or (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 9(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall promptly notify the Rights Agent in writing when this Section 6(e) applies, and shall use all reasonable efforts to insure that the provisions of this Section 6(e) are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificates or any such Right (including other Person as a result of its failure to make any purported determinations with respect to an Acquiring Person or its Affiliates and Associates or any transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have properly completed and signed duly executed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof, (iii) shall have 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 Beneficial Owner (or Affiliates or Associates thereof former Beneficial Owner) as the Company or the Rights Agent 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 an 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 (iv) shall have paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights shall without any further action Certificates as required 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 lawSection 8(e) hereof.
Appears in 1 contract
Sources: Rights Agreement (MSC Software Corp)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at First Chicago Trust Company of New York, Mail Suite 4660, 525 Washington Boulevard, Jersey City, New Jersey 07310-252532, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The Exercise Price for the exercise of each Right shall initially be $175.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 15% Stockholder or any Affiliate or Associate of a 15% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 15% Stockholder or an Affiliate or Associate of a 15% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agent) Common Shares and/or securities), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 5(e), 5(f), 7(c) and 8(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 5(a) and subject to Section 17(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 11 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1511.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 8(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 8(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 8(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 5(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 5(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 4 or exercise pursuant to this Section 5 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 1(l), 1(m) and 1(o)) in whole or in part at any time after a Distribution Date and prior to the Distribution Date, Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(i) Upon satisfaction of the requirements of Section 11(a) and subject to Section 1(xx), the Rights Agent shall thereupon (ipromptly Section 12(A) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) certificates for the total number of one one-millionths 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) millionths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly Section 13 requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly 29 and Section 14 after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Rights Plan, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(j) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(k) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1529.
(el) Notwithstanding anything in this Rights Agreement Plan to the contrarycontrary (except for the last two sentences of this Section 6(e)), any Rights Beneficially Owned by Section 15 an Acquiring Person from and after the date on which the Acquiring Person becomes such or Section 16 a transferee of Rights Beneficially Owned by an Acquiring Person who (A) becomes a transferee after the Stock Acquisition Date with respect to such Acquiring Person or (B) becomes a transferee prior to or concurrently with the Stock Acquisition Date with respect to such Acquiring Person and receives such Rights (I) with actual knowledge that the transferor is or was an Acquiring Person or (II) 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 regarding the transferred Rights or (y) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 1(l), 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 this Rights Plan or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 1(l) are at complied with, but shall have no liability to any time beneficially owned by holder of Right Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliate or Associate transferee of an Acquiring Person hereunder. If a Person in Specified Person Group II is an Acquiring Person, any references to “Rights Beneficially Owned” by such Acquiring Person shall exclude any Rights held by each Person in Specified Person Group I; provided that the Persons in Specified Person Group I are Grandfathered Persons or have failed to be null and void and nontransferableGrandfathered Persons solely as a result of one or more In-Kind Distributions. For the avoidance of doubt, and any holder each security that is a Covered Security, share of any such Right Investor Preferred Stock, Additional Share or Warrant (including any purported transferee or subsequent holdereach within the meaning of the Specified Exchange Agreement) shall not be subject to dilution under this Rights Plan, and the Rights related thereto shall be exercisable, so long as (A) the Persons in Specified Person Group I are Grandfathered Persons (or have any right failed to exercise be Grandfathered Persons solely as a result of one or transfer any more In-Kind Distributions) and (B) a Person in Specified Person Group I has continuously since the Specified Exchange Closing Date (I) had legal title to such Rightsecurity (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security), (II) been the registered or record owner of such security (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security), or (III) held such security (or a predecessor security that had, pursuant to its terms, been converted or exchanged into such security) through one or more custodians, depositaries, broker-dealer firms and/or other similar intermediaries.
(fm) Notwithstanding anything in this Rights Agreement Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a any purported transfer pursuant to Section 10 or exercise pursuant to this Section 11 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this applicable Rights Section 7 unless such registered holder 17 shall have (i) completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise transfer or exercise, as the case may be, Section 18 shall not have indicated an affirmative response to clause 1 or 2 thereof and (ii) Section 19 shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Exchange Agreement (Citigroup Inc)
Exercise of Rights. Expiration Date 5.1 Unless an Event of RightsDefault shall have occurred and be continuing, the Chargor shall be entitled to receive all income derived from the Mortgaged Securities and to exercise all rights attaching to any part thereof as he may think fit, but shall deliver to the 212 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00 Agent forthwith upon receipt copies of all notices, reports, accounts and circulars issued to the registered holders of the Mortgaged Securities (unless the Agent or its nominee is the registered holder).
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11)5.2 The Chargor will procure that, each Right shall entitle following 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder occurrence of any Right Certificate may exercise Event of Default and whilst any Event of Default is continuing, all income derived from the Rights evidenced thereby (except as otherwise provided herein) in whole Mortgaged Securities shall be paid to 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 executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the CompanyAgent, (and if received by the Chargor, the Rights Agent Chargor shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates or depositary receipts, cause forthwith pay the same to the Agent) and any such income received by the Agent shall be delivered retained by the Agent in a cash collateral deposit account maintained for that purpose until:-
(a) the Event of Default shall have been remedied to or upon the order satisfaction of the registered holder Agent whereupon any such income shall subject to no other Event of such Right CertificateDefault having occurred and be continuing and if the Agent and the Lenders so agrees, registered be released to the Chargor;
(b) payments in such name or names as may be designated full by such holder and (iv) when appropriate, after receipt promptly deliver such cash to or upon the order Chargor of the registered holder Indebtedness; or
(c) recall and or termination of such Right Certificatethe Facility pursuant to the terms of the Loan Documents.
(d) In case the registered holder of any Right Certificate shall exercise fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued 5.3 The security constituted by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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, Memorandum and any holder of any such Right (including any purported transferee further or subsequent holder) other security constituted pursuant hereto, shall not have any right to exercise or transfer any such Right.
(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 of any Right Certificates upon become enforceable immediately on the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form Event 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) 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 an 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 -------- ------- afterDefault, and the Rights Agent shall be entitled then, and at any time thereafter, and without any further action by prior notice to the Company Chargor to sell or any other Person become exercisable immediately uponotherwise dispose of all the Chargor's title to and interest in the Mortgaged Securities for such consideration (which may comprise or include shares or debentures), upon such terms and generally in such manner as the effectiveness of such registration statement. Upon any such suspensionAgent may, the Company shall issue a public announcement stating in its absolute discretion think fit and so that the exercisability Agent shall be entitled as against the Chargor, to retain and apply the proceeds of any sale or disposal and all and any amounts then standing to the credit of any cash collateral deposit account pursuant to Clause 5.2 above, in or towards the discharge of the Rights has been temporarily suspended and shall issue a further public announcement at such time Indebtedness as the suspension is no longer same fall due, in effect. Notwithstanding such manner as the Agent may in its absolute discretion think fit (and for that purpose to effect any provision herein currency conversion that the Agent may consider appropriate) with any surplus being paid to the contrary, the Rights Chargor or other person entitled thereto. The Agent shall not be exercisable liable for any loss howsoever arising out of such sale. 213 Borrower : Syarikat Telefon Wireless (M) Sdn. Bhd. Facility : Term Loan Facility of RM91,000,000.00
5.4 The rights, powers and authorities of the Agent pursuant to the Power of Attorney hereunder shall be in addition to, and shall not in any jurisdiction if way prejudice or affect the requisite qualification rights and powers of the Agent under this Memorandum; notwithstanding any other provision herein contained the Agent and or any substitute or agent of the Agent under the blue sky or securities laws said Power of such jurisdiction shall not have been obtained or Attorney may at any time prior to the exercise discharge of all moneys hereby secured without notice to the Chargor transfer the Mortgaged Securities into the name of the Rights Agent or its nominees and the Chargor shall not upon demand and at the Chargor's cost execute and do all such transfers acts assurances or things as the Agent may require for assuring and vesting the full legal title in the Mortgaged Securities or any of them to and in the name(s) of the Agent or its nominees PROVIDED ALWAYS that save as aforesaid and as is otherwise stated herein neither the Agent nor any of its substitutes or agents under the Power of Attorney will exercise any of the other rights, powers or authorities conferred by the said Power of Attorney (other than powers of substitution and appointment of agents and the powers conferred in paragraph (o) of Clause 3.1 of the said Power of Attorney) unless and until an Event of Default has occurred, whereupon and whereafter the Agent (or its substitute or agent) shall be permitted under applicable lawentitled to exercise all and any such rights, powers and authorities as it may in its absolute discretion think fit.
Appears in 1 contract
Sources: Loan Agreement (International Wireless Communications Holdings Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or in part upon surrender of such Right Certificate, with the form of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to
(iic) the Redemption Date, The Exercise Price for each one one-hundredth (l/100th1/100th) of a Preferred ShareShare pursuant to the exercise of each Right shall initially be $100.00 (One Hundred Dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Rights that are or were Beneficially Owned by (i) a 10% Stockholder or any Affiliate or Associate of a 10% Stockholder, (ii) a transferee of a 10% Stockholder (or of any Right Certificate may exercise such Associate or Affiliate) who becomes a transferee after the 10% Stockholder becomes such, or (iii) a transferee of a 10% Stockholder (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with a 10% Stockholder becoming such and receives such Rights evidenced thereby pursuant to either (except A) a transfer (whether or not for consideration) from the 10% Stockholder to holders of equity interests in such 10% Stockholder or to any Person with whom the 10% Stockholder 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 otherwise provided herein) in whole a primary purpose or in part effect the avoidance of this Section 7(d), at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 10% Stockholder or an Affiliate or Associate of a 10% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption Date.Company, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of one one- hundredth (1/100th) of a Preferred Shares Share (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths hundredth (1/100ths1/100th) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; PROVIDED, HOWEVER, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Rights Agreement (Paula Financial)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities, cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for the exercise of each Right shall initially be $40.00 (Forty dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 20% Shareholder or any Affiliate or Associate of a 20% Shareholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property, or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if Common Shares, other securities, cash and/or other property in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The “Exercise Price” for the exercise of each Right shall initially be $90.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 12.
(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 duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) certificates for the number of Preferred Shares to be purchased 13 hereof 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number other provisions of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 to or upon the order of the registered holder of such Right Certificatethis Agreement.
(d) In case the registered holder of any Right Certificate shall exercise 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 his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Rights that are at any time beneficially owned or were Beneficially Owned by an Acquiring Person a 10% Stockholder or any Affiliate or Associate of an Acquiring Person a 10% Stockholder at any time on or after the Distribution Date shall be null and void void, and nontransferablefor all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of any such Right Rights (including any purported transferee whether or subsequent holdernot such holder is a 10% Stockholder or an Affiliate or Associate of a 10% Stockholder) shall not thereafter have any no right to exercise or transfer any such RightRights.
(fe) Notwithstanding anything in this Rights Agreement Prior 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 Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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, if the exercisability Board of Directors of the Rights Company shall have determined that such action adequately protects the interests of the holders of Rights, the Company may, in order to prepare and file a registration statement under the Securities Actits discretion, on an appropriate form, with respect to substitute for all or any portion of the Preferred Shares purchasable that would otherwise be issuable (after the Close of Business on the Distribution Date) 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 each Right and payment of the Rights shall not be permitted under applicable law.Exercise Price (i) cash,
Appears in 1 contract
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, to the Rights Agent at the office of the Rights Agent in Ridgefield Park, New Jersey, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth Common Share (l/100th) or, following the occurrence of a Preferred ShareSection 11(a)(ii) Event or a Section 13(a) Event, Common Shares, other securities cash and/or other property in accordance with the provisions of this Agreement).
(c) The Exercise Price for each Common Share pursuant to the exercise of each Right shall initially be $110 (One Hundred and Ten Dollars) and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Common Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, cash, securities and/or other property in accordance with the provisions of this Agreement) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder of any Right Certificate may exercise Notwithstanding anything in this Agreement to the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time contrary, from and after the Distribution Date, upon surrender any Rights that are or were Beneficially Owned by (i) a 20% Stockholder or any Affiliate or Associate of a 20% Stockholder, (ii) a transferee of a 20% Stockholder (or of any such Associate or Affiliate) who becomes a transferee after the 20% Stockholder becomes such, or (iii) a transferee of a 20% Stockholder (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with a 20% Stockholder becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the 20% Stockholder to holders of equity interests in such 20% Stockholder or to any Person with whom the 20% Stockholder has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (B) a transfer which the Board of Directors of the Right CertificateCompany has determined is part of a plan, with arrangement or understanding which has as a primary purpose or effect the form avoidance of election this Section 7(d), at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to purchase be outstanding, and any holder of such Rights (whether or not such holder is a 20% Stockholder or an Affiliate or Associate of a 20% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, if the Board of Directors of the Company shall have determined that such action adequately protects the interests of the holders of Rights, the Company may, in its discretion, substitute for all or any portion of the Common Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercisedExercise Price, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity or debt securities of the Redemption DateCompany, (iii) other property or (iv) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Common Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier's check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Common Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if other securities in accordance with the Rights Agent is the transfer agent) provisions of this Agreement), certificates for the number of Preferred Common Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash or property to be paid in lieu delivered upon exercise of issuance of fractional shares such Rights in accordance with Section 15the provisions hereof, (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 and (iv) when appropriate, after receipt promptly thereof, deliver such cash and/or property to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register under the Securities Act and any applicable securities law of any jurisdiction the Common Shares or other securities to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder's duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date Upon the occurrence and during the continuance -------------------- of Rights.an Event of Default:
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close Secured Party shall, without notice to Pledgor, transfer or register in the name of Business on _______the Secured Party or any of its nominees any or all certificates, 2008 if any, of the Collateral held by the Secured Party hereunder, and the Secured Party or its nominee may thereafter, after delivery of notice to each Pledgor, exercise all voting and limited liability company rights with respect to the Collateral (in each such case whether exercisable at any meeting of the Close Company or by written consent or otherwise) and any and all rights of Business on conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Collateral, as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Company or upon the exercise by the applicable Pledgor or the Secured Party of any right, privilege or option pertaining to any certificates of the Collateral, and in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such date being terms and conditions as it may determine, all without liability except to account for property actually received by it, but the "Expiration Date")Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Secured Party shall not be responsible for any failure to do so or delay in so doing..
(ii) All rights of each Pledgor to exercise the Redemption Datevoting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.01 hereof and to receive the dividends, one one-hundredth (l/100th) of a Preferred Sharedistributions and other payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 hereof shall cease, subject and all such rights shall thereupon become vested in the Secured Party which shall thereupon have the sole right to adjustment from time exercise such voting and other consensual rights and to time receive and hold as provided in Sections 11 Collateral such dividends, distributions and 12other payments.
(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 duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates All dividends, distributions 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 other payments which are received by such holder and (iv) when appropriate, after receipt promptly deliver such cash 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 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 his duly authorized assigns, subject Pledgor contrary to the provisions of Section 15this Article shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor, and shall be forthwith paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement).
(eiv) Notwithstanding anything in this Rights Agreement Pledgor shall execute and deliver (or cause to be executed and delivered) to the contrary, any Rights that are at any time beneficially owned by an Acquiring Person Secured Party all such instruments as the Secured Party or any Affiliate or Associate of an Acquiring Person shall be null and void and nontransferable, and any the holder of any such Right (including any purported transferee or subsequent holder) shall not have any right the Convertible Note may reasonably request for the purpose of enabling the Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Article and to receive the dividends, distributions or transfer any such Rightother payments which it is entitled to receive and retain pursuant to this Article.
(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 of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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
Sources: Pledge and Security Agreement (Petrosearch Energy Corp)
Exercise of Rights. Expiration Date Upon the occurrence and during the continuance of Rightsan Event of Default:
(i) JTF shall, without notice to Pledgor, transfer or register in the name of JTF or any of its nominees any or all certificates, if any, of the Collateral held by JTF hereunder, and JTF or its nominee may thereafter, after delivery of notice to each Pledgor, exercise all voting and other rights with respect to the Collateral (in each such case whether exercisable at any meeting of the Company or by written consent or otherwise) and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Collateral, as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Company or upon the exercise by Pledgor or JTF of any right, privilege or option pertaining to any certificates of the Collateral, and in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but JTF shall have no duty to exercise any of the aforesaid rights, privileges or options, and JTF shall not be responsible for any failure to do so or delay in so doing.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) All rights of Pledgor to exercise the Redemption Datevoting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.01 hereof and to receive the dividends, one one-hundredth (l/100th) of a Preferred Sharedistributions and other payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 hereof shall cease, subject and all such rights shall thereupon become vested in JTF which shall thereupon have the sole right to adjustment from time exercise such voting and other consensual rights and to time receive and hold as provided in Sections 11 Collateral such dividends, distributions and 12other payments.
(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 duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey City, New Jersey, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or by certified check or money order payable to the order of the Company, the Rights Agent shall 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) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates All dividends, distributions 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 other payments which are received by such holder and (iv) when appropriate, after receipt promptly deliver such cash 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 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 his duly authorized assigns, subject Pledgor contrary to the provisions of Section 15this Article shall be received in trust for the benefit of JTF, shall be segregated from other funds of Pledgor, and shall be forthwith paid over to JTF as Collateral in the same form as so received (with any necessary endorsement).
(eiv) Notwithstanding anything in this Rights Agreement Pledgor shall execute and deliver (or cause to be executed and delivered) to JTF all such instruments as JTF may reasonably request for the contrary, any Rights that are at any time beneficially owned by an Acquiring Person or any Affiliate or Associate purpose 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 enabling JTF to exercise the voting and other rights which it is entitled to exercise pursuant to this Article and to receive the dividends, distributions or transfer any such Rightother payments which it is entitled to receive and retain pursuant to this Article.
(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 of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) 11.1.2 and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(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 and certification on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office of the Rights Agent in Jersey Citydesignated for such purpose, New Jersey, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request together with payment of the aggregate Purchase Price for each the total number of one one- hundredth (1/100th) one‑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 under Section 9 hereof, at or any time prior to the earlier time (the “Expiration Date”) that is the earliest of (i) the close of business on August 14, 2026 (the “Final Expiration Date or Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 (the “Redemption Date.
”), (ciii) Upon receipt the closing of a Right Certificate representing exercisable Rights, with any merger or other acquisition transaction involving the form of election Company pursuant to purchase duly executed, accompanied by payment an agreement of the Purchase Price for type described in Section 13.3 at which time the Preferred Shares to be purchased together with an amount equal to Rights are deemed terminated, (iv) the time at which the Rights are exchanged as provided in Section 27, or (v) the time at which the Board determines that the NOLs are utilized in all material respects or no longer available in any applicable transfer tax, in lawful money material respect under Section 382 of the United States Code or that an ownership change under Section 382 of Americathe Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in cash any particular time period, for applicable tax purposes. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or by certified check or money order payable prior to the order of Business Day next following. Until such notice is received by the CompanyRights Agent, the Rights Agent shall thereupon (i) either (A) promptly requisition from any transfer agent of the Preferred Shares (or make availablemay presume conclusively for all purposes, if the Rights Agent is the transfer agent) 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 Preferred Shares with a depositary agent under a depositary arrangement, promptly requisition from the depositary agent depositary receipts representing the number of one one-hundredths (1/100ths) of a Preferred Share to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with all such requests, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (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 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 fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent prior to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 Final Expiration Date, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act, on an 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 Expiration Date 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 lawoccurred.
Appears in 1 contract
Sources: Tax Benefit Preservation Plan (Heron Therapeutics, Inc. /De/)
Exercise of Rights. Expiration Date of Rights.
(a) Subject to --------------------------------------------- Section 7(e) and except as otherwise provided herein (including Section 11), 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 earlier of (i) the Close of Business on _______, 2008 (the Close of Business on such date being the "Expiration Date"), or (ii) the Redemption Date, one one-hundredth (l/100th) of a Preferred Share, subject to adjustment from time to time as provided in Sections 11 and 12.
(b) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including Sections 6(e), 6(f), 8(c) and 9(a)) in whole or in part at any time after the Distribution Date, Date and prior to the Expiration Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent in Jersey City, New Jerseydesignated for such purpose, together with payment of the Purchase Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or (ii) the Redemption Date.
(c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the Preferred Shares to be purchased together with an amount equal to any applicable transfer tax, in lawful money of the United States of America, in cash or America by certified check or money order bank draft payable in immediately available or next day funds to the order of the Company) of the aggregate Purchase Price with respect to the Rights then to be exercised and an amount equal to any applicable transfer tax or other governmental charge.
(b) Upon satisfaction of the requirements of Section 6(a) and subject to Section 18(k), the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any transfer agent of the Preferred Shares Stock (or make available, if the Rights Agent is the transfer agentagent therefor) 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 requests) or (B) if the Company shall have elected to deposit the shares of Preferred Shares Stock issuable upon exercise of the Rights with a depositary agent under a depositary arrangementagent, promptly requisition from the depositary agent depositary receipts representing the interests in such number of one one-hundredths (1/100ths) thousandths of a share of Preferred Share Stock to be purchased (in which case certificates for the shares of Preferred Shares to be Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) agent and the Company will direct the depositary agent to comply with all such requestsrequest), (ii) when appropriate, promptly requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, 12 and (iii) promptly after receipt of such certificates or depositary receiptsreceipts and cash, if any, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate (with such certificates or receipts registered in such name or names as may be designated by such holder). If the Company is obligated to deliver Common Stock or other securities or assets pursuant to this Agreement, the Company will make all arrangements necessary so that such securities and assets are available for delivery by the Rights Agent, if and when appropriate.
(c) Each Person (other than the Company) in whose name any certificate for Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any transfer taxes or other governmental charges) was made; provided that if the date of such surrender and payment is a date upon which the transfer books of the Company relating to the Preferred Stock are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company except as provided herein.
(d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing the number of Rights remaining unexercised shall be issued by the Rights Agent and 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 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 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 his duly authorized assignsholder, subject to the provisions of Section 1512.
(e) Notwithstanding anything in this Rights Agreement to the contrary, from and after the first occurrence of a Section 9(a)(ii) Event, any Rights that are at any time beneficially owned Beneficially Owned by (i) an Acquiring Person or any an Associate or Affiliate or Associate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person) who (A) becomes a transferee after a Section 9(a)(ii) Event, (B) becomes a transferee prior to or concurrently with a Section 9(a)(ii) Event and receives such Rights pursuant to either (1) 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 in any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights or (2) a transfer which the Board determines in good faith is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 6(e), shall be become null and void and nontransferablewithout any further action, and no holder of such Rights shall have any rights whatsoever with respect to such Rights, whether under this Agreement or otherwise. The Company shall use all reasonable efforts to insure that the provisions of this Section 6(e) 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 such Right (including determinations with respect to an Acquiring Person or its Affiliates and Associates or any purported transferee or subsequent holder) shall not have of any right to exercise or transfer any such Rightof them hereunder.
(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 any purported transfer pursuant to Section 5 or exercise pursuant to this Section 6 unless the registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have applicable Rights (i) shall have completed and signed the certificate contained in the form of assignment or election to purchase purchase, as the case may be, set forth on the reverse side of the Right Certificate surrendered for such exercise and transfer or exercise, as the case may be, (ii) shall not have indicated an affirmative response to clause 1 or 2 thereof and (iii) shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) 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 an 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
Sources: Rights Agreement (Aventine Renewable Energy Holdings Inc)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the number of Common Shares for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth Common Share (l/100th) or, following the occurrence of a Preferred ShareSection 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash, securities and/or other property).
(c) The “Exercise Price” for the exercise of each Right shall initially be $45.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Common Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares, cash, securities and/or other property) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a Triggering Stockholder or any Affiliate or Associate of a Triggering Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a Triggering Stockholder or an Affiliate or Associate of a Triggering Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Common Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Exercise Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity or derivative securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Common Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax or charge required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Common Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares, cash, securities and/or other property) certificates for the number of Preferred Common Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths Common Shares (1/100thsor such other securities) of a Preferred Share as are to be purchased (in which case certificates for the Preferred Common Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Common Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Common Shares and/or other securities to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(ei) The Company shall give the Rights Agent written notice of the identity of any such Triggering Stockholder, Associate or Affiliate, or the nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Agreement and shall be deemed not to have any knowledge of the identity of any such Triggering Stockholder, Associate or Affiliate, or the nominee of any of the foregoing unless and until it shall have received such notice.
(j) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in following the form of assignment or election to purchase set forth on the reverse side of the Right Rights 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) or any Affiliates or Associates thereof as the Company or the Rights Agent 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 an 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
Sources: Rights Agreement (CSK Auto Corp)
Exercise of Rights. Expiration Date of Rights(a) Until the Distribution Date, no Right may be exercised.
(ab) Subject to --------------------------------------------- Section 7(e7(d) and except as otherwise provided herein (including Section 11), each Right shall entitle g) hereof and the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Priceother provisions of this Agreement, at any time after the Close of Business on the Distribution Date and at or prior to the earlier of (i) the Close of Business on _______, 2008 (the Close earlier of Business on such date being the "Redemption Date or the Rights Expiration Date"), the registered holder of any Right Certificate may exercise the Rights represented thereby in whole or (ii) in part upon surrender of such Right Certificate, with the Redemption Dateform of election to purchase, including certificate, on the reverse side thereof completed and duly executed, with signature guaranteed, to the Rights Agent at the office of the Rights Agent at The Bank of New York, 10▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 11 East, New York, NY 10286, Attention: Stock Transfer Division, together with payment of the Exercise Price for each Right exercised. Upon the exercise of an exercisable Right and payment of the Exercise Price in accordance with the provisions of this Agreement, the holder of such Right shall be entitled to receive, subject to adjustment as provided herein, one one-hundredth (l/100th) of a Preferred ShareShare (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities).
(c) The “Exercise Price” for the exercise of each Right shall initially be $100.00 and shall be payable in lawful money of the United States of America in accordance with Section 7(f) hereof. The Exercise Price and the number of Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, Common Shares and/or other securities) to be acquired upon exercise of a Right shall be subject to adjustment from time to time as provided in Sections 7(e), 11 and 1213 hereof and the other provisions of this Agreement.
(bd) The registered holder Notwithstanding anything in this Agreement to the contrary, from and after the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event, any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole that are or in part were Beneficially Owned by a 30% Stockholder or any Affiliate or Associate of a 30% Stockholder at any time on or after the Distribution Date shall be null and void, and for all purposes of this Agreement such Rights shall thereafter be deemed not to be outstanding, and any holder of such Rights (whether or not such holder is a 30% Stockholder or an Affiliate or Associate of a 30% Stockholder) shall thereafter have no right to exercise such Rights.
(e) Prior to the Distribution Date, upon surrender if the Board of Directors of the Right CertificateCompany shall have determined that such action adequately protects the interests of the holders of Rights, with the form Company may, in its discretion, substitute for all or any portion of election to purchase the Preferred Shares that would otherwise be issuable (after the Close of Business on the reverse side thereof duly executed, to Distribution Date) upon the Rights Agent at the principal office exercise of the Rights Agent in Jersey City, New Jersey, together with each Right and payment of the Purchase Exercise Price for each one one- hundredth (1/100th) of a Preferred Share as to which the Rights are exercised, at or prior to the earlier of (i) the Expiration Date or cash, (ii) other equity securities of the Redemption DateCompany, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Preferred Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 7(e), such action shall apply uniformly to all outstanding Rights.
(cf) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase purchase, including certificate, completed and duly executed, with signature guaranteed, accompanied by payment of the Purchase Exercise Price for the Preferred Shares each Right to be purchased together with exercised and an amount equal to any applicable transfer tax, tax required to be paid by the holder of such Right Certificate in lawful money of the United States of America, in cash or accordance with Section 9 hereof by certified check or money order cashier’s check payable to the order of the Company, the Rights Agent shall thereupon promptly (i) either (A) promptly requisition from any the transfer agent of the Preferred Shares (or, following the occurrence of a Section 11(a)(ii) Event or make availablea Section 13(a) Event, if the Rights Agent is the transfer agentCommon Shares and/or securities) certificates for the number of Preferred Shares (or such other securities) to be purchased purchased, and the Company hereby irrevocably authorizes its such transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangementrequests, promptly and/or, as provided in Section 14 hereof, requisition from the depositary agent described therein depositary receipts representing the such number of one one-hundredths (1/100ths) of a Preferred Share (or such other securities) as are to be purchased (in which case certificates for the Preferred Shares to be (or such other securities) represented by such receipts shall be deposited by the transfer agent with the such depositary agent) and the Company will direct the hereby directs such depositary agent to comply with all such requestsrequest, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares (or such other securities) in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates certificates, depositary receipts or depositary receiptscash, 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 thereof, deliver such cash to or upon the order of the registered holder of such Right Certificate.
(dg) Notwithstanding the foregoing provisions of this Section 7, the exercisability of the Rights shall be suspended for such period as shall reasonably be necessary for the Company to register and qualify under the Securities Act and any applicable securities law of any jurisdiction the Preferred Shares and/or Common Shares or other securities to be issued pursuant to the exercise of the Rights; provided, however, that nothing contained in this Section 7 shall relieve the Company of its obligations under Section 9(c) hereof.
(h) In case the registered holder of any Right Certificate shall exercise fewer less than all of the Rights evidenced represented thereby, a new Right Certificate evidencing representing 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 his such holder’s duly authorized assigns, subject to the provisions of Section 1514 hereof.
(e) Notwithstanding anything in this Rights 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 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 any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and 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) 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 an 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