Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (i) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 3 contracts
Sources: Rights Agreement (Biomet Inc), Rights Agreement (German American Bancorp), Rights Agreement (German American Bancorp)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day after the Shares Acquisition Date or (b) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare Date and execute, receipt by the Rights Agent will countersignof a list of the record holders of the Common Stock and all other relevant information, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) mail, by first-class, insuredpostage prepaid mail, postageto each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (a “Right Certificate”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution 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 may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C (a “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, .
(c) Rights shall be issued in substantially respect of all shares of Common Stock that are issued (either as an original issuance or from the form Company’s treasury) after the Record Date prior to the earlier of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced solely by such Right Certificatescertificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(bd) The Company will make availableCertificates issued for Common Stock (including, as promptly as practicable following without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record DateDate but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a Summary of Rights to Purchase Preferred Shares, legend in substantially the form following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between ▇▇▇▇▇▇▇ Technology, Inc. and Mellon Investor Services, LLC, as Rights Agent, dated as of Exhibit B heretoJuly 28, to any holder of Rights 2005, as the same may be amended from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of ▇▇▇▇▇▇▇ Technology, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. ▇▇▇▇▇▇▇ Technology, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Mattson Technology Inc), Rights Agreement (Mattson Technology Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Common Shares, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage-prepaid mail to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with such Common Shares.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, with the Redemption Date or without the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Vion Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, dated as of October 26, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Vion Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Vion Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Summary Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights attached theretoAgreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed cancelled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 2 contracts
Sources: Rights Agreement (Vion Pharmaceuticals Inc), Rights Agreement (Vion Pharmaceuticals Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying shares of Common Stock (including a transfer to the Common Shares represented therebyCorporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a separate Right Certificate, substantially in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each share of Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.Stock
Appears in 2 contracts
Sources: Rights Agreement (Pyramid Breweries Inc), Rights Agreement (Pyramid Breweries Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Stock Acquisition Date or and (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Exchange Act Regulations or any entity holding Common Shares for or pursuant to the terms of any successor rule, if upon consummation thereof such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then shares of the outstanding Common Shares, including Stock (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof of the Common Stock as of and subsequent to the Record Date (which certificates for shares of Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustments as hereinafter provided) of Common Shares, and until Stock (including a transfer to the Distribution Date (or the earlier of the Redemption Date or the Final Expiration DateCompany), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, at the expense of the Company, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Companysuch records, a separate one or more Right Certificatecertificates, in substantially the form of Exhibit EXHIBIT A hereto (each, a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. Following In the Close event that an adjustment in the number of Business on Rights per share of Common Stock of the Company has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make availableOn July 24, 1990 or as promptly soon as practicable following thereafter, the Record Date, Company sent a copy of a Summary of Terms of Rights to Purchase Preferred SharesAgreement, substantially in substantially the form of attached hereto as EXHIBIT B ("SUMMARY OF RIGHTS") (Exhibit B heretohaving been amended, however, to any summarize the terms of the Rights as amended as of April 10, 1996 and further amended as of August 14, 1997, and as of December 15, 1998), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on July 24, 1990, at the address of such holder shown on the records of the Company.
(c) With respect to certificates for Common Stock outstanding as of July 24, 1990, until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights from time to time will be evidenced by such certificates for Common Stock registered in the names of the holders thereof. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on July 24, 1990, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after July 24, 1990, but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Final Expiration Date, shall have impressed on, printed on, written on, or otherwise affixed to them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Adobe Systems Incorporated and Manufacturers Hanover Trust Company, as Rights Agent, dated as of July 11, 1990 (the "RIGHTS AGREEMENT"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Adobe Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. PROVIDED, HOWEVER, that with respect to certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after December 15, 1998, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, the first sentence of such legend shall be replaced with the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Third Amended and Restated Rights Agreement between Adobe Systems Incorporated and ▇▇▇▇▇▇ Trust Company of California, as Rights Agent, dated as of December 15, 1998 (the "RIGHTS AGREEMENT"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. and the last sentence of such legend shall be replaced with the following: Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void in the circumstances specified in Section 7(f) of the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 2 contracts
Sources: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company, or the Rights Agent at the request of the Company, shall send, at the expense of the Company, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date Date, or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer (other than a Qualifying Tender Offer) upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof (which certificates shall also be deemed to be Right Certificates) of Common Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) issued after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between PathoGenesis Corporation and ▇▇▇▇▇▇ Trust and Savings Bank (the "Rights Agent"), dated as of June 26, 1997, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of PathoGenesis Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. PathoGenesis Corporation shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Common Shares represented thereby. Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Pathogenesis Corp), Rights Agreement (Pathogenesis Corp)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date Date, or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3020% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Class A Rights will shall be evidenced by the certificates for Class A Common Shares Stock registered in the names name of the holders thereof (which of Class A Common Stock and the Class B Rights shall be evidenced by the certificates shall also be deemed to be Right Certificates) for Class B Common Stock registered in the name of the holders of Class B Common Stock, and in each case not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between The Wet Seal, Inc. and American Stock Transfer & Trust Company (the "Rights Agent"), dated as of August 19, 1997, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of The Wet Seal, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Wet Seal, Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Common Shares represented thereby. Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Issuance of Right Certificates. (a) Until the close of business on the day (the "Distribution Date") which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of may fix following the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including Stock (irrespective of whether any shares are actually purchased pursuant to any such offer), provided that such date which is fixed by the Board of Directors shall not be later than the nineteenth Business Day after the date of this Agreement and prior to the issuance of the Rights such commencement or public announcement (the earlier date specified in clauses (i) and (ii) being subject to extension by the Board of such dates being herein referred Directors pursuant to as the "Distribution Date"Section 25 hereof), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Stock and not by separate Right certificates, and (y) each Right will be transferable only in connection with the transfer of a share (subject to adjustment as hereinafter provided) of Common Stock; provided that if the Distribution Date would be prior to the Record Date, the Record date shall be the Distribution Date; and provided, further, that if a tender or exchange offer referred to in clause (ii) above is cancelled or withdrawn prior to the Distribution Date, such offer shall be deemed, for purposes of this Rights Agreement, never to have been made. As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit A hereto ("Right Certificate") evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date the rights will be evidenced solely by such Right Certificates.
(b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Common Stock, substantially in the form attached hereto as Exhibit B ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(c) With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date (or, if earlier, the Expiration Date), the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights Certificates will not be transferable except as together with a part copy of the transfer Summary of certificates for Common Shares, and until Rights. Until the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the surrender for transfer of the Rights associated with the Common Shares Stock represented thereby.
(d) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date or the expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. As soon as practicable Certificates issued for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record date but prior to the earlier of the Distribution Date, the Company Expiration Date or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Safety-Kleen Corp. and Equiserve Trust Company, N.A., as Rights Agent, dated as of October 15, 1999 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Safety-Kleen Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will prepare be evidenced by separate certificates and executewill no longer be evidenced by this certificate. Safety-Kleen Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void as provided in Section 11(a)(ii) of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights Agent will countersignassociated with the Common Stock represented by such certificates shall, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on until the Distribution Date, at be evidenced by such certificates alone, and the address surrender for transfer of any such holder shown on certificate shall also constitute the records surrender for transfer of the Company, a separate Right Certificate, in substantially Rights associated with the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesStock represented thereby.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 2 contracts
Sources: Rights Agreement (Safety Kleen Corp/), Rights Agreement (Safety Kleen Corp/)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempt Person) becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the shares of Common Stock then outstanding Common Shares(including, including in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to any each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between American Axle & Manufacturing Holdings, Inc. and EquiServe Trust Company Inc., dated as of September 15, 2003, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of American Axle & Manufacturing Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. American Axle & Manufacturing Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
Appears in 2 contracts
Sources: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a summary of rights (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Second Amended and Restated Rights Agreement between Six Flags, Inc. (formerly Premier Parks Inc.) and The Bank of New York, (the "Rights Agent"), dated as of September 14, 2004, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Six Flags, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Six Flags, Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Common Shares represented thereby. Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Six Flags Inc), Rights Agreement (Six Flags Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement that a tender or exchange offer by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Securities Exchange Act of the intention of any Person (other than the Company1934, any Subsidiary of the Companyas amended, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer if the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the, "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between United Natural Foods, Inc. and Continental Stock Transfer and Trust Company, dated as of February 22, 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of United Natural Foods, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. United Natural Foods, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed cancelled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 2 contracts
Sources: Rights Agreement (United Natural Foods Inc), Rights Agreement (United Natural Foods Inc)
Issuance of Right Certificates. (a) Until the earlier of the Close of Business on (ai) the tenth business day after the Shares date on which the Stock Acquisition Date Time occurs, or (bii) the tenth business day Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors of the Corporation prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the consummation Corporation which, together with the shares of which such stock already owned by such Person, would result in any person such Person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to Section 3(b) hereof) by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (an “Ownership Statement”), or by the certificates for shares of Common Shares Stock of the Corporation registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right Book-Entries and Ownership Statements or by separate Rights Certificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Share Stock of the Corporation so held, subject to adjustment and to the provisions of Section 14(a) hereof. Following As of the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, On the Record Date or as promptly soon as practicable following thereafter, the Record Date, Corporation will send a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit B heretoC, by first-class, postage-prepaid mail, to any each record holder of its Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to Book-Entries and Ownership Statements or certificates for Common Stock of the Corporation outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such Book-Entries and Ownership Statements or certificates for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any Common Stock represented by a Book-Entry and Ownership Statement or the surrender for transfer of any certificate for Common Stock of the Corporation outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented by such Book-Entry and Ownership Statement or certificate.
(c) Certificates (or Ownership Statements) issued by the Corporation for Common Stock (whether upon transfer or exchange of outstanding Common Stock, original issuance or disposition from the Corporation’s treasury) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This [certificate][statement] also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between the Corporation and W▇▇▇▇ Fargo Bank, National Association, as it may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this [certificate][statement]. The Corporation will mail to the holder of this [certificate][statement] a copy of the Rights Agreement (as in effect on the date of mailing) without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by an Acquiring Person, or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates (or Ownership Statements) containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Corporation represented by such certificates or evidenced by such Ownership Statements shall be evidenced by such certificates or Ownership Statements alone and registered holders of Common Stock of the Corporation shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Corporation represented by such certificates or Ownership Statements. In the event that the Corporation purchases or acquires any Common Stock of the Corporation after the Record Date but prior to the Expiration Date upon Close of Business on the request Distribution Date, any Rights associated with such Common Stock of the holdersCorporation shall be deemed canceled and retired upon cancellation of such Common Stock, and the Corporation shall not be entitled to exercise any Rights associated with any Common Stock of the Corporation which are no longer outstanding or held in treasury. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (New Giant CORP), Rights Agreement (Graphic Packaging Holding Co)
Issuance of Right Certificates. (a) (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Stock Acquisition Date or and (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Exchange Act Regulations or any entity holding Common Shares for or pursuant to the terms of any successor rule, if upon consummation thereof such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then shares of the outstanding Company Common Shares, including Stock (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Company Common Shares Stock registered in the names of the holders thereof of the Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of a share (subject to adjustments as hereinafter provided) of Company Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will mail, by first-class, postage prepaid mail, at the expense of the Company, to each record holder of the Company Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, one or more Right certificates, in substantially the form of Exhibit A hereto (each, a "Right Certificate"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date or as soon as practicable thereafter, the Company sent a copy of a Summary of Terms of Rights Agreement, substantially in the form attached hereto as Exhibit B ("Summary of Rights") (Exhibit B having been amended, however, to summarize the terms of the Rights as amended as of April 10, 1996, as of August 14, 1997 and as of December 15, 1998 and further amended as of the date hereof), by first-class, postage prepaid mail, to each record holder of Company Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) With respect to certificates for Company Common SharesStock outstanding as of the Record Date, and until the Distribution Date (or the earlier of or, if earlier, the Redemption Date or the Final Expiration Date), the Rights will be evidenced by such certificates for Company Common Stock registered in the names of the holders thereof. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Company Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Company Common Shares Stock represented thereby. As soon as practicable .
(d) Certificates issued for Company Common Stock (including, without limitation, certificates issued upon transfer or exchange of Company Common Stock) after the Record Date, but prior to the earlier of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, shall have impressed on, printed on, written on, or otherwise affixed to them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights Agent will countersignas set forth in a Rights Agreement between Adobe Systems Incorporated and Manufacturers Hanover Trust Company, and the Company will send or cause to be sent (and the as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of July 11, 1990 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Adobe Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. provided, however, that with respect to certificates issued for each Company Common Share so held. Following Stock (including, without limitation, certificates issued upon transfer or exchange of Company Common Stock) after the Close date hereof, but prior to the earlier of Business on the Distribution Date, the Redemption Date or the Final Expiration Date, the first sentence of such legend shall be replaced with the following: This certificate also evidences and entitles the holder hereof to certain Rights will as set forth in the Fourth Amended and Restated Rights Agreement between Adobe Systems Incorporated and Computershare Investor Services, LLC, as Rights Agent, dated as of July 1, 2000 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. and the last sentence of such legend shall be replaced with the following: Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void in the circumstances specified in Section 7(f) of the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Company Common Stock represented by such certificates shall, until the Distribution Date, be evidenced solely by such Right Certificatescertificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Company Common Stock represented thereby.
(be) The Company will make available, as promptly as practicable following the Record Date, a Summary number of Rights to Purchase Preferred Shares, associated with each share of Company Common Stock outstanding (including any shares of Company Common Stock held in substantially treasury) on the form of Exhibit B hereto, to any holder date hereof shall be adjusted so that the number of Rights from time to time prior to the Expiration Date upon the request associated with each share of the holdersCompany Common Stock on the date hereof shall equal one.
Appears in 2 contracts
Sources: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first-class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached thereto, shall also constitute be issued in respect of all shares of Common Stock that become outstanding after the transfer Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights associated with (subject to adjustment) as the number of shares of Common Shares Stock represented therebyby this certificate, such Rights being on the terms provided under the Rights Agreement between NAC Re Corp. and American Stock Transfer & Trust Co. (the "Rights Agent"), dated as of June 18, 1998, as it may be amended from time to time (the "Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of NAC Re Corp. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. NAC Re Corp. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classclass mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Nac Re Corp), Rights Agreement (Nac Re Corp)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date Date, or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3020% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Class A Rights will shall be evidenced by the certificates for Class A Common Shares Stock registered in the names name of the holders thereof (which of Class A Common Stock and the Class B Rights shall be evidenced by the certificates shall also be deemed to be Right Certificates) for Class B Common Stock registered in the name of the holders of Class B Common Stock, and in each case not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between The Wet Seal, Inc. and American Stock Transfer & Trust Company (the "Rights Agent"), dated as of August 19, 1997, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of The Wet Seal, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Wet Seal, Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain --------------- circumstances as provided in Section 7(e) of the Common Shares represented thereby-------------------------------------------------- Rights Agreement, Rights issued to or Beneficially -------------------------------------------------- Owned by Acquiring Persons or their Affiliates or -------------------------------------------------- Associates (as such terms are defined in the -------------------------------------------------- Rights Agreement) or any subsequent holder of such -------------------------------------------------- Rights shall be null and void and may not be -------------------------------------------------- transferred to any Person. -------------------------
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insuredpostage prepaid mail, postageto each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C ("Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, .
(c) Rights shall be issued in substantially respect of all shares of Common Stock that are issued (either as an original issuance or from the form Company's treasury) after the Record Date prior to the earlier of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Redemption Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced solely by such Right Certificatescertificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(bd) The Company will make availableCertificates issued for Common Stock (including, as promptly as practicable following without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Date upon the request of the holders.the
Appears in 2 contracts
Sources: Rights Agreement (Verity Inc \De\), Rights Agreement (Verity Inc \De\)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Stock Acquisition Date or and (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Exchange Act Regulations or any entity holding Common Shares for or pursuant to the terms of any successor rule, if upon consummation thereof such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then shares of the outstanding Common Shares, including Stock (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates (i) and (ii) above being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof of the Common Stock as of and subsequent to the Record Date (which certificates for shares of Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustments as hereinafter provided) of Common Shares, and until Stock (including a transfer to the Distribution Date (or the earlier of the Redemption Date or the Final Expiration DateCompany), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Companysuch records, a separate one or more Right Certificatecertificates, in substantially the form of Exhibit EXHIBIT A hereto (each, a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. Following In the Close event that an adjustment in the number of Business on Rights per share of Common Stock of the Company has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make availableOn July 24, 1990 or as promptly soon as practicable following thereafter, the Record Date, Company sent a copy of a Summary of Terms of Rights to Purchase Preferred SharesAgreement, substantially in substantially the form attached hereto as EXHIBIT B ("Summary of Rights") (Exhibit B heretohaving been amended, however, to any summarize the terms of the Rights as amended as of April 10, 1996 and further amended as of August 14, 1997), by first-class, postage prepaid mail, to each record holder of Common Stock as of the Close of Business on July 24, 1990, at the address of such holder shown on the records of the Company.
(c) With respect to certificates for Common Stock outstanding as of July 24, 1990, until the Distribution Date (or, if earlier, the Redemption Date or the Final Expiration Date), the Rights from time to time will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on July 24, 1990, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after July 24, 1990, but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Final Expiration Date, shall have impressed on, printed on, written on, or otherwise affixed to them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Adobe Systems Incorporated and Manufacturers Hanover Trust Company, as Rights Agent, dated as of July 11, 1990 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Adobe Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge within five (5) days after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. provided, however, that with respect to certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after August 14, 1997, but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, the first sentence of such legend shall be replaced with the following: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Second Amended and Restated Rights Agreement between Adobe Systems Incorporated and ▇▇▇▇▇▇ Trust Company of California, as Rights Agent, dated as of August 14, 1997 (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Adobe Systems Incorporated. and the last sentence of such legend shall be replaced with the following: Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any subsequent holder of such Rights may become null and void in the circumstances specified in Section 7(f) of the Rights Agreement and may be limited as provided in Section 11(a)(ii) and Section 24 of the Rights Agreement. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
Appears in 2 contracts
Sources: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of company, any Subsidiary of the Company or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by be separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof, and prepare and execute, the Rights Agent will countersign, and the Company will send to each record holder of Common Shares as of the close of business on the Distribution Date a Right Certificate, substantially in the form of Exhibit A (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) Promptly following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares in the form of Exhibit B (the "Summary of Rights") to each record holder of Common Shares as of the close of business on the Record Date. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date Dates or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of Rights attached theretoassociated with Common Shares.
(c) Certificates for Common Shares which become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate evidences and entitles the holder to certain rights set forth in a Amended and Restated Rights Agreement between Caterpillar Inc. and Mellon Investor Services LLC, dated September 27, 2001 (the "Rights Agreement"), the terms of which are incorporated by reference and a copy of which is on file at the principal executive offices of Caterpillar Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Caterpillar Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request for it. Under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company will prepare and execute, shall not be entitled to exercise any Rights associated with the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificateswhich are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 2 contracts
Sources: Rights Agreement (Caterpillar Inc), Rights Agreement (Caterpillar Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempt Person) becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the shares of Common Stock then outstanding Common Shares(including, including in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to any each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between ▇▇▇▇▇▇▇'▇, Inc. and Registrar and Transfer Company, dated as of March 2, 2002, as the same may be amended, supplemented or otherwise modified from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ▇▇▇▇▇▇▇'▇, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. ▇▇▇▇▇▇▇'▇, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
Appears in 2 contracts
Sources: Rights Agreement (Dillards Inc), Rights Agreement (Dillards Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
3.2. As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between Washington Mutual, Inc. and the Mellon Investor Services, L.L.C., as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of December 20, 2000 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so held. Following the Close terms of Business which are hereby incorporated herein by reference and a copy of which is on file at the Distribution Dateprincipal executive offices of Washington Mutual, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. Washington Mutual, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the Record Date, a Summary surrender for transfer of Rights to Purchase Preferred Shares, in substantially any such certificate shall also constitute the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holders.Rights associated with the shares of Common Stock represented
Appears in 2 contracts
Sources: Rights Agreement (Washington Mutual Inc), Rights Agreement (Washington Mutual Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the close of business on the tenth business day after the Shares Acquisition Date or (bii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Ordinary Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Ordinary Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Ordinary Shares aggregating 3015% or more of the then outstanding Common Shares, Ordinary Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Ordinary Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the underlying Ordinary Shares (including a transfer to the Company). The Company shall give the Rights associated with Agent prompt written notice of the Common Shares represented therebyDistribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will will, after receipt of written notice of the Distribution Date from the Company, countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send, at the expense of the Company) by first-class, insured, postage-prepaid mail, to each record holder of Common Ordinary Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing an aggregate number of Rights equal to one Right for each Common Ordinary Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Shareholder Rights to Purchase Preferred SharesPlan, in substantially the form of Exhibit B heretoC hereto (the "Summary of Shareholder Rights Plan"), to any each record holder of Ordinary Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, together with the Summary of Shareholder Rights Plan, and registered holders of Ordinary Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the transfer of any certificate for Ordinary Shares outstanding on the Record Date, with or without a copy of the Summary of Shareholder Rights Plan, shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby.
(c) Rights shall be issued in respect of all Ordinary Shares which are issued (whether originally issued or delivered from time to time the Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates representing both Ordinary Shares and Rights in accordance with this Section 3 which are executed and delivered (whether the Ordinary Shares represented thereby are originally issued, delivered from the Company's treasury or are presented for transfer) by the Company (including, without limitation, certificates representing reacquired Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially equivalent to the request following: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between ACE Limited (the "Company") and The Bank of New York, dated as of May 7, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holdersCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Ordinary Shares shall be evidenced by the certificates representing the associated Ordinary Shares alone, and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby. If the Company purchases or acquires any Ordinary Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Ordinary Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Ordinary Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Ace LTD), Rights Agreement (Ace LTD)
Issuance of Right Certificates. (a) One Right shall be associated with each Common Share outstanding on the Record Date, each additional Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, and each additional Common Share with which Rights are issued after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date; provided, however, that, if the number of outstanding Rights are combined into a smaller number of outstanding Rights pursuant to Section 11 hereof, the appropriate fractional Right determined pursuant to such Section shall thereafter be associated with each such Common Share.
(b) Until the earlier of (ai) the Close of Business on the tenth business day Business Day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors Trust Managers of the Company prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (iA) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiB) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of Common Shares of the Company. If the Distribution Date would, pursuant to the foregoing provisions of this Section 3(b), occur prior to the Payment Date (but for the provisions of this sentence), the Distribution Date shall, notwithstanding the foregoing provisions of this Section 3(b), not be deemed to occur until the Payment Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company (or the Rights Agent, if requested by the Company) will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share of the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(c) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of EXHIBIT C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common SharesShares of the Company outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. As soon as practicable .
(d) Certificates for Common Shares of the Company which become outstanding (including, without limitation, certificates issued upon the transfer of Common Shares of the Company and certificates representing reacquired Common Shares of the Company referred to in the last sentence of this Section 3(d)) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date shall have impressed on, the Rights Agent will countersignprinted on, and the Company will send written on or cause otherwise affixed to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, certificates a separate Right Certificate, legend in substantially the form following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between AMRESCO Capital Trust and The Bank of Exhibit A hereto New York, dated as of February 25, 1999 (a the "Right CertificateRights Agreement"), evidencing one Right for each the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of AMRESCO Capital Trust. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. AMRESCO Capital Trust will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates representing Common Share so held. Following Shares of the Close Company (whether or not such certificates include the foregoing legend or have appended to them the Summary of Business on Rights), until the Distribution Date, the Rights will associated with the Common Shares of the Company represented by such certificates shall be evidenced solely by such Right Certificates.
(b) The certificates alone and registered holders of the Common Shares of the Company will make availableshall also be the registered holders of the associated Rights, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any of its Common Shares after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the request of the holdersCompany shall not be entitled to exercise any Rights associated with its Common Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Amresco Capital Trust), Rights Agreement (Amresco Capital Trust)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan, employee stock or deferral plan or director compensation or deferral plan of the Company or of any Subsidiary of the Company or any trust or other entity organized, appointed, established or holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares of the Company aggregating 3010% or more of the then outstanding Common Shares, Shares of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent thereof and prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and if provided with a list of record holders of Common Shares of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company's registrar and transfer agent, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's registrar and transfer agent. With respect to certificates for Common SharesShares of the Company outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. As soon as practicable .
(c) Certificates for Common Shares which become outstanding (including, without limitation, original issuances of Common Shares and disposition of Common Shares that are reacquired by the Company) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and executeentitles the holder hereof to certain rights as set forth in an Agreement between The PNC Financial Services Group, the Rights Agent will countersignInc. and The Chase Manhattan Bank, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of May 15, 2000, as it may be amended from time to time (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateAgreement"), evidencing one Right for each Common Share so heldthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of The PNC Financial Services Group, Inc. Under certain circumstances, as set forth in the Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Following The PNC Financial Services Group, Inc. will mail to the Close holder of Business on this certificate a copy of the Agreement without charge after receipt of a written request therefor addressed to its Corporate Secretary at its principal executive offices. As set forth in the Agreement, Rights beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights will associated with the Common Shares of the Company represented by such certificates shall be evidenced solely by such Right Certificates.
(b) The certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company will make available, as promptly as practicable following represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Date upon the request Distribution Date, any Rights associated with such Common Shares of the holdersCompany shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which are no longer outstanding. The preceding sentence shall not apply to Rights associated with Common Shares of the Company held by any employee benefit plan, employee stock or deferral plan or director compensation or deferral plan of the Company or any Subsidiary of the Company, or any trust or other entity organized, appointed, established or holding Common Shares for or pursuant to the terms of any such plan.
Appears in 2 contracts
Sources: Rights Agreement (PNC Financial Services Group Inc), Rights Agreement (PNC Financial Services Group Inc)
Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying shares of Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, insured postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close of Business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B attached hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following If the Close Company requests that the Rights Agent prepare and/or send the Right Certificates to such holders, the Company will identify to the Rights Agent in writing those Persons who, in accordance with Section 7(e) of Business this Agreement, are prohibited from receiving a Right Certificate, the Rights Agent shall neither prepare nor send Right Certificates to such Persons, and the Rights Agent shall have no responsibility for ascertaining if a Person is subject to the prohibitions contained in Section 7(e) but shall be entitled to act and rely solely on the identification of such Persons as provided to the Rights Agent by the Company in writing. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, for informational purposes, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, Stock in substantially the form of Exhibit B heretoC attached hereto (the “Summary of Rights”), by first-class, postage prepaid mail, to any each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such Common Stock certificates registered in the names of the holders thereof. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby.
(c) Certificates issued for shares of Common Stock which become outstanding (including without limitation upon the transfer or exchange of outstanding shares of Common Stock, shares of Common Stock originally issued or delivered from the Company’s treasury or reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but before the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Forbes Energy Services Ltd. (the “Company”) and CIBC Mellon Trust Company (the “Rights Agent”), dated as of May 19, 2008, as it may from time to time prior be supplemented or amended (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the Company’s principal executive offices. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the Expiration Date upon the request registered holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) whether currently held by or on behalf of such Person or by any subsequent holder will become null and void and may not be transferred to any Person. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the expiration or redemption of the Rights, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. If the Company purchases or acquires any shares of Common Stock after the Record Date but before the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Forbes Energy Services Ltd.), Rights Agreement (Tx Energy Services, LLC)
Issuance of Right Certificates. (a) Until the Close of Business on the earlier to occur of (ai) the tenth business (10th) calendar day after the Shares Stock Acquisition Date or (bii) the tenth business (10th) calendar day (or such later date time as may be determined by action of the Board of Directors prior to but in no event later than the time such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result be an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to such offer), or in any person becoming the Beneficial Owner case of Common Shares aggregating 30% or more of clause (ii) such later date specified by the then outstanding Common Shares, including any such Board which date which is after shall not be later than the date of this Agreement and prior to the issuance of the Rights specified in clause (i) (the earlier earliest of such dates being herein referred to herein as the "“Distribution Date"”), (ix) the Rights will be evidenced by the certificates for the shares of Common Shares Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate certificates, (y) the registered holders of shares of Common Stock of the Company shall also be deemed to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (iiz) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying shares of Common Stock of the Common Shares represented therebyCompany (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information and documents, at the expense of the Company, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto B (a "the “Right Certificate"), ”) evidencing one Right for each the Rights underlying the shares of Common Share Stock of the Company so held, provided, that all procedures relating to actions to be taken or information to be provided with respect to Rights recorded in uncertificated or book-entry form, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect uncertificated or book-entry ownership subject to the prior written consent of the Rights Agent. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) The Company will make available, as promptly As soon as practicable following the Record Date, the Company will send a copy of the Summary of Rights to Purchase Preferred Sharesthe Terms of the Rights, substantially in substantially the form attached hereto as Exhibit C (the “Summary of Exhibit B heretoRights”), by postage prepaid mail, to any each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(d) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common Stock of the Company) after the Record Date, but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder to certain rights (the “Rights”) as set forth in a Section 382 Tax Benefits Preservation Plan by and between Immersion Corporation (the “Company”) and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of November 17, 2021, as from time to time amended, extended or renewed (the “Plan”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of record of this certificate a copy of the Plan, without charge, within ten Business Days (as defined in the Plan) after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Plan) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” In the case of the initial transaction statement or subsequent period statements with respect to shares of Common Stock of the Company not represented by certificates (including, without limitation, upon transfer or exchange of Common Stock) after the Record date, but prior to the Expiration Date upon the request earlier of the holdersDistribution Date or the Expiration Date, registration of such shares in the Company’s share register shall be deemed also to be evidence of such Rights, and such statements will include a legend in substantially the following form: “The registration in the share register of Immersion Corporation of the shares of common stock to which this initial transaction or subsequent periodic statement relates also evidences and entitles the registered holder of such shares to certain rights (the “Rights”) as set forth in a Section 382 Tax Benefits Preservation Plan by and between Immersion Corporation and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of November 17, 2021, as from time to time amended, extended or renewed (the “Plan”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by such registration. The Company will mail to the holder of this statement a copy of the Plan, without charge, within ten Business Days (as defined in the Plan) after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Plan) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” The failure to print the foregoing legend on any such certificate, initial transaction statement or subsequent period statement representing shares of Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 2 contracts
Sources: Tax Benefits Preservation Plan (Immersion Corp), Tax Benefits Preservation Plan (Immersion Corp)
Issuance of Right Certificates. (a) Until the earlier of (ai) the close of business on the tenth business day after the Shares Acquisition Date or Date, (bii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors Trustees prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CompanyTrust, any Subsidiary of the CompanyTrust, any employee benefit plan of the Company Trust or of any Subsidiary of the Company Trust or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyTrust, any Subsidiary of the CompanyTrust, any employee benefit plan of the Company Trust or of any Subsidiary of the Company Trust or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Trustees prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) of, or the first public announcement of the intention of any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Trust to such Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented thereby(including a transfer to the Trust). As soon as practicable after the Distribution Date, the Company Trust will prepare and execute, the Rights Agent will countersign, and the Company Trust will send or cause to be sent (and the Rights Agent Agent, at the expense of the Trust, will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyTrust, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Trust shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Trust 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 may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) The Company will make available, With respect to certificates for Common Shares outstanding as promptly as practicable following of the Record Date, a Summary until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, and registered holders of Common Shares shall also be the registered holders of the associated Rights to Purchase Preferred Shares(regardless of whether such ownership is indicated on the Common Share certificates). Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the transfer of any certificate for Common Shares shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Rights shall be issued in substantially respect of all Common Shares which are issued (whether or not previously issued) after the form of Exhibit B hereto, to any holder of Rights from time to time Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates evidencing such Common Shares shall also be deemed to be certificates for Rights. Certificates evidencing both Common Shares and Rights in accordance with this Section 3 which are executed and delivered (whether or not the Common Shares represented thereby were previously issued or are presented for transfer) by the Trust (including, without limitation, certificates representing reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the request following effect: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Archstone-S▇▇▇▇ Trust (the “Trust”) and Mellon Investor Services LLC, dated as of August 31, 2001 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holdersTrust. Under certain circumstances, as set forth in the Rights Agreement, the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Trust will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Common Shares shall be evidenced by the certificates evidencing the associated Common Shares alone (regardless of whether any such certificate contains the above legend), and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Trust purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Trust shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Archstone Smith Operating Trust), Rights Agreement (Archstone Smith Trust)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Entity) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempted Entity) becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the shares of Common Stock then outstanding Common Shares(including, including in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Series A Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the “Summary of Rights”), by electronic mail, to any each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company; provided, however, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail to each record holder who so requests upon receipt of the electronic mail. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between WCI Communities, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of January 30, 2007, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of WCI Communities, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. WCI Communities, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
Appears in 2 contracts
Sources: Rights Agreement (Wci Communities Inc), Rights Agreement (Wci Communities Inc)
Issuance of Right Certificates. (a) Until the earlier of (aRight Certificates will be issued pursuant to Sections 7.9 and 9.6(b) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time Plan as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), follows:
(i) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record Each holder of Common Shares record of Allowed Class C-5A Interests as of the Close of Business on the Distribution Date, at Effective Date will receive in accordance with the address of such holder shown on the records of the Company, Plan a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), Certificate evidencing one Right for each share of Cancelled Common Share so held. Following Stock represented by such Allowed Class C-5A Interest;
(ii) Each holder of record of Allowed Class C-5B Subordinated Claims as of the Close of Business on the Distribution Effective Date will receive in accordance with the Plan a Right Certificate evidencing one Right for each share of Cancelled Common Stock represented by such Allowed Class C-5B Subordinated Claim; and
(iii) The Company will issue to the Disbursing Agent for, and to be held in, the Disputed Claims Reserve, in respect of each holder of record of Class C-5B Subordinated Claims that are Disputed Claims as of the Close of Business on the Effective Date, a Right Certificate evidencing one Right for each share of Cancelled Common Stock which was the Rights will be evidenced solely by subject of such Right Certificatesholder's Class C-5B Subordinated Claim ("Disputed Rights").
(b) The Company will make availableNotwithstanding clause (a), as promptly as practicable following if any such holder holds shares of Cancelled Common Stock that provided the Record Datebasis for both an Allowed Class C-5A Interest and a Class C-5B Subordinated Claim, then no Rights shall be issued in respect of such holder's Class C-5B Subordinated Claims except to the extent the number of shares of Cancelled Common Stock relating to such Class C-5B Subordinated Claims exceeds the number of shares of Cancelled Common Stock represented by such holder's Allowed Class C-5A Interests.
(c) Rights Distributions in respect of Right Certificates issued but not distributed pursuant to Section 9.6(b) of the Plan shall be held by the Rights Agent. If the distribution to a Summary holder of Rights a Right Certificate pursuant to Purchase Preferred Shares, in substantially Section 9.6(b) of the form of Exhibit B hereto, Plan occurs subsequent to any Rights Distribution in respect thereof, upon the receipt of specific, written instructions from the Company, the Rights Agent shall distribute all Rights Distributions paid with respect to such Right Certificate to the registered holder thereof.
(d) Disputed Rights shall be held in a Disputed Claims Reserve subject to Article X of the Plan. In the event that any Class C-5B Subordinated Claim becomes an Allowed Class C-5B Subordinated Claim in whole or in part, the Disputed Rights (or portions thereof) issued in respect of such Allowed Class C-5B Subordinated Claim shall no longer be Disputed Rights and shall be distributed to the holder of such Allowed Class C-5B Subordinated Claim in accordance with the Plan. In the event that any Class C-5B Subordinated Claim is withdrawn or becomes a Disallowed Claim (in whole or in part) pursuant to Article X of the Plan, the Disputed Rights from time issued in respect of the Disallowed portion thereof shall be returned by the Disbursing Agent to time the Rights Agent and cancelled.
(e) On or prior to June 30, 2003, but in no event earlier than June 15, 2003, the Expiration Date Rights Agent, upon the request receipt of specific written instructions from the Company (which the Company hereby agrees to provide) and at the expense of the holdersCompany, shall provide to the holders of record of Allowed Class C-5A Interests who have not yet surrendered to the Rights Agent certificates representing their shares of Cancelled Common Stock (or an affidavit of loss and indemnity satisfactory to the Rights Agent as specified in Section 9.6(b) of the Plan) written notice that the failure to surrender such certificates or to execute and deliver an affidavit of loss and indemnity pursuant to Section 9.6(b) of the Plan prior to August 12, 2003 shall result in the forfeiture of such holder's rights and interests in respect of such Cancelled Common Stock, including the right to participate in any distributions pursuant to the Plan. Such notice shall contain written instructions regarding the proper delivery of such certificates or such affidavit of loss and indemnity.
Appears in 2 contracts
Sources: Rights Agent Agreement (Comdisco Holding Co Inc), Rights Agent Agreement (Comdisco Holding Co Inc)
Issuance of Right Certificates. (a) 3.1 Until the earlier of (a) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 3025% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (i) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following 3.2 On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of Exhibit B heretohereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to any each record holder of Rights from time to time Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
3.3 Certificates for Common Shares issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon (whether as an original issuance of Common Shares or as a transfer or re-registration of outstanding Common Shares) shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between The ▇▇▇▇▇▇ Manufacturing Company, Inc. and J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Inc., dated as of December 18, 1998, and effective as of January 22, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of The ▇▇▇▇▇▇ Manufacturing Company, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The ▇▇▇▇▇▇ Manufacturing Company, Inc. will mail to the holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) shall become null and void.
3.4 With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Keller Manufacturing Co), Rights Agreement (Keller Manufacturing Co)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or such earlier or later date (bnot beyond the thirtieth day after the Stock Acquisition Date) as the Board of Directors may from time to time fix by resolution adopted prior to the Distribution Date that otherwise would have occurred or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date and, in certain circumstances provided in Section 3(e) hereof and Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date (or, in certain circumstances as provided in Section 3(e) hereof and Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between U.S. Industries, Inc. and The Chase Manhattan Bank (the "Rights Agent"), dated as of October 15, 1998, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of U.S. Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. U.S. Industries, Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Common Shares represented thereby. Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right CertificatesCertificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
(be) The Company will make availableIn addition, as promptly as practicable in connection with the issuance or sale of shares of Common Stock following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Distribution Date and prior to the Expiration Date Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the request exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the holdersCompany, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided that no such Right Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Right Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
Appears in 2 contracts
Sources: Rights Agreement (Us Industries Inc /De), Rights Agreement (Us Industries Inc /De)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, shares of Voting Stock of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) issued after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between The Grand Union Company and American Stock Transfer & Trust Co. (the "Rights Agent"), dated as of April 29, 1999, as it may be amended from time to time (the "Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of The Grand Union Company. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Grand Union Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five (5) days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Grand Union Co /De/), Rights Agreement (Grand Union Co /De/)
Issuance of Right Certificates. (a) Until the earlier of (ai) the close of business on the tenth business day Business Day after the Shares Stock Acquisition Date or (bii) the close of business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to but in no event later than the tenth Business Day after such time as any person Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares securities of the Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement) of, is first published or sent or given within the meaning of Rule l4d-2(a) of the first public announcement of General Rules and Regulations under the intention of any Person (other than Exchange Act, without the Company, any Subsidiary Prior Written Approval of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a which tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares Voting Power aggregating 3015% or more of the then outstanding Common Shares, Voting Power (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (iy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (iiz) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying shares of Common Shares represented therebyStock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificateright certificate, in substantially the form of Exhibit A hereto (a the "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.share of
Appears in 2 contracts
Sources: Rights Agreement (Tekelec), Rights Agreement (Tekelec)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date Date, or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof (which certificates shall also be deemed to be Right Certificates) of Common Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between ResortQuest International, Inc. and American Stock Transfer & Trust Company (the "Rights Agent"), dated as of February 25, 1999, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of ResortQuest International, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. ResortQuest International, Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Common Shares represented thereby. Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Resortquest International Inc), Rights Agreement (Resortquest International Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between Datron Systems Incorporated and the ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of September 5, 2000 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so heldthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Datron Systems Incorporated. Following Under certain circumstances, as set forth in the Close of Business on the Distribution DateRights Agreement, the such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. Datron Systems Incorporated will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Distribution Date upon (or the request earlier of the holdersRedemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Datron Systems Inc/De), Rights Agreement (Datron Systems Inc/De)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Capital Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business (10th) day after the Shares Stock Acquisition Date Date, or (bii) the tenth (10th) business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% fifteen percent (15%) or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Capital Stock registered in the names name of the holders thereof (which certificates shall also be deemed to be Right Certificates) of Capital Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Capital Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for Common Shares, and until a share of Capital Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Capital Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Capital Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached thereto, shall also constitute be issued in respect of all shares of Capital Stock that become outstanding after the transfer Record Date but prior to the earlier of the Rights associated with Distribution Date, the Common Shares represented therebyExpiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Capital Stock that become outstanding after the Distribution Date. Certificates for Capital Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Capital Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto a legend in a form substantially as follows: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO THE SAME NUMBER OF RIGHTS (SUBJECT TO ADJUSTMENT) AS THE NUMBER OF SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE, SUCH RIGHTS BEING ON THE TERMS PROVIDED UNDER THE RIGHTS AGREEMENT BETWEEN iPARTY CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE "RIGHTS AGENT"), DATED AS OF NOVEMBER 9, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF iPARTY CORP. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS SHALL BE EVIDENCED BY SEPARATE CERTIFICATES AND SHALL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. iPARTY CORP. SHALL MAIL TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(E) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of Common Shares the Capital Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one (1) Right (subject to adjustment as provided herein) for each Common Share share of Capital Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Capital Stock.
Appears in 2 contracts
Sources: Rights Agreement (Iparty Corp), Rights Agreement (Iparty Corp)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Stock Acquisition Date or Date, (bii) the tenth business day Close of Business on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Shares Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of of, the intention of any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Shares Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares Stock aggregating 3010% or more of the then outstanding Common SharesStock, or (iii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Stock aggregating 10% or more of the then outstanding Common Stock, other than a transaction in which newly issued shares of Common Stock are issued directly by the Company to such Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying Common Stock (including a transfer to the Common Shares represented therebyCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each share of Common Share Stock so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, With respect to certificates for shares of Common Stock outstanding as promptly as practicable following of the Record Date, a Summary until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, and registered holders of Common Stock shall also be the registered holders of the associated Rights to Purchase Preferred Shares(regardless of whether such ownership is indicated on the Common Stock certificates). Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the transfer of any certificate for Common Stock shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in substantially respect of all shares of Common Stock which are issued (whether or not previously issued) after the form of Exhibit B hereto, to any holder of Rights from time to time Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Until the Distribution Date, certificates evidencing such shares of Common Stock shall also be deemed to be certificates for Rights. Certificates evidencing both Common Stock and Rights in accordance with this Section 3 which are executed and delivered (whether or not the shares of Common Stock evidenced thereby were previously issued or are presented for transfer) by the Company (including, without limitation, certificates representing reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the request following effect: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Omega Healthcare Investors, Inc. (the "Company") and First Chicago Trust Company, dated as of May 12, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holdersCompany. Under certain circumstances, as set forth in the Rights Agreement, the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Common Stock shall be evidenced by the certificates evidencing the associated shares of Common Stock alone (regardless of whether any such certificate contains the above legend), and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors Inc)
Issuance of Right Certificates. (a) One Right shall be associated with each Common Share outstanding on the Record Date, each additional Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, and each additional Common Share with which Rights are issued after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date; provided, however, that, if the number of outstanding Rights are combined into a smaller number of outstanding Rights pursuant to Section 11 hereof, the appropriate fractional Right determined pursuant to such Section shall thereafter be associated with each such Common Share.
(b) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), ,
(iA) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiB) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of Common Shares of the Company. If the Distribution Date would, pursuant to the foregoing provisions of this Section 3(b), occur prior to the Payment Date (but for the provisions of this sentence), the Distribution Date shall, notwithstanding the foregoing provisions of this Section 3(b), not be deemed to occur until the Payment Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company (or the Rights Agent, if requested by the Company) will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate evidencing one Right for each Common Share of the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(c) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common SharesShares of the Company outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. As soon as practicable .
(d) Certificates for Common Shares of the Company which become outstanding (including, without limitation, certificates issued upon the transfer of Common Shares of the Company and certificates representing reacquired Common Shares of the Company referred to in the last sentence of this Section 3(d)) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date shall have impressed on, the Rights Agent will countersignprinted on, and the Company will send written on or cause otherwise affixed to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, certificates a separate Right Certificate, legend in substantially the form following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Agree Realty Corporation and BankBoston, N.A., dated as of Exhibit A hereto December 7, 1998 (a the "Right CertificateRights Agreement"), evidencing one Right for each Common Share so heldthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Agree Realty Corporation. Following Under certain circumstances, as set forth in the Close Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Agree Realty Corporation will mail to the holder of Business on this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights will associated with the Common Shares of the Company represented by such certificates shall be evidenced solely by such Right Certificates.
(b) The certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares of the Company will make available, as promptly as practicable following represented thereby. In the event that the Company purchases or acquires any of its Common Shares after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the request of the holdersCompany shall not be entitled to exercise any Rights associated with its Common Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Agree Realty Corp), Rights Agreement (Agree Realty Corp)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject ----------------- to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that -------- ------- if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of ----------------- Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by ----------------- first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between NetVantage, Inc. and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Continental Stock Transfer & Trust Company, a separate Right CertificateNew York corporation, in substantially as Rights Agent, dated as of February 13, 1998 (the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so held. Following the Close terms of Business which are hereby incorporated herein by reference and a copy of which is on file at the Distribution Dateprincipal executive offices of NetVantage, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. NetVantage, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Distribution Date upon (or the request earlier of the holdersRedemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Netvantage Inc), Rights Agreement (Netvantage Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the close of business on the tenth business day after the Shares Acquisition Date or Date, (bii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of of, the intention of any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Company to such Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented thereby(including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, With respect to certificates for Common Shares outstanding as promptly as practicable following of the Record Date, a Summary until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof, and registered holders of Common Shares shall also be the registered holders of the associated Rights to Purchase Preferred Shares(regardless of whether such ownership is indicated on the Common Share certificates). Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the transfer of any certificate for Common Shares shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Rights shall be issued in substantially respect of all Common Shares which are issued (whether or not previously issued) after the form of Exhibit B hereto, to any holder of Rights from time to time Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date. Certificates evidencing such Common Shares shall also be deemed to be certificates for Rights. Certificates evidencing both Common Shares and Rights in accordance with this Section 3 which are executed and delivered (whether or not the Common Shares evidenced thereby were previously issued or are presented for transfer) by the Company (including, without limitation, certificates representing reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the request following effect: This certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between IndyMac Bancorp, Inc. (the "Company") and The Bank of New York, dated as of October 17, 2001 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the holdersCompany. Under certain circumstances, as set forth in the Rights Agreement, the Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall become null and void. Until the Distribution Date, the Rights associated with the Common Shares shall be evidenced by the certificates evidencing the associated Common Shares alone (regardless of whether any such certificate contains the above legend), and the transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Indymac Bancorp Inc), Rights Agreement (Indymac Bancorp Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after Close of Business on the Shares Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of Persons referred to in the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planpreceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3020% or more of the then outstanding Common Shares, including any Shares (such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), Certificate evidencing one Right for each Common Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares(the "SUMMARY OF RIGHTS") by first-class, in substantially the form of Exhibit B heretopostage-prepaid mail, to any each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Close of Business on the Distribution Date, the Rights from time will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Close of Business on the Distribution Date (or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares evidenced thereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to time in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of (i) the Close of Business on the Distribution Date, (ii) the Redemption Date or (iii) the Close of Business on the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Teradyne, Inc. and Fleet National Bank, dated as of November 17, 2000 (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Teradyne, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Teradyne, Inc. will mail to the holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or beneficially owned by Acquiring Persons (as defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date, the Rights associated with the Common Shares represented by certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 2 contracts
Sources: Rights Agreement (Teradyne Inc), Rights Agreement (Teradyne Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day Business Day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Special Committee in good faith so long as the Special Committee is in existence and, thereafter, the Board of Directors prior to before such time as any person Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempted Entity) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Exchange Act Regulations or any entity holding Common Shares for or pursuant to the terms of any such plan) ofsuccessor rule, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the Book Entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Common Ordinary Shares registered in the names of the holders thereof (which certificates for Ordinary Shares shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights underlying Ordinary Shares, associated with such Right (including a transfer to the Common Shares represented therebyCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Ordinary Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B attached hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each Common Share share of Ordinary Shares so held. Following If an adjustment in the Close number of Business on Rights per share of Ordinary Shares has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Junior Participating Preferred SharesStock, in substantially the form of Exhibit B heretoC attached hereto (the “Summary of Rights”), which may be appended to certificates that represent Ordinary Shares, by first-class, postage-prepaid mail, to any each record holder of Ordinary Shares as of the close of business on the Record Date (other than any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock (if applicable), or in the case of certificated shares, by such certificates registered in the names of the holders thereof together with the Summary of Rights attached thereto. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any Ordinary Shares outstanding on the Record Date (whether represented by certificate(s) or evidenced by the balances indicated in the Book Entry account system of the transfer agent for such stock), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby.
(c) Rights shall be issued in respect of all Ordinary Shares that become outstanding (whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Confirmation and account statements sent to holders of Ordinary Shares in Book Entry form or, in the case of certificated shares, certificates representing Ordinary Shares (including, without limitation, upon transfer of outstanding Ordinary Shares, disposition of Ordinary Shares, out of treasury stock or issuance or reissuance of Ordinary Shares, out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between ChinaEdu Corporation and The Bank of New York Mellon, as Rights Agent, dated as of September 17, 2013, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ChinaEdu Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. ChinaEdu Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” Receipts representing such Ordinary Shares shall have impressed on, printed on, written on or otherwise affixed to them the following legend: ChinaEdu Corporation has adopted a shareholder rights plan pursuant to a Rights Agreement between ChinaEdu Corporation and The Bank of New York Mellon, as Rights Agent, dated as of September 17, 2013, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”). Pursuant to the terms of the Rights Agreement, each holder of the Issuer’s Ordinary Shares shall be entitled to certain rights (the “Rights”). The Rights Agreement, the terms of which are hereby incorporated herein by reference, provides that the Rights, when exercisable, will entitle the holder to purchase one fully paid and nonassessable Ordinary Share of ChinaEdu Corporation at a purchase price of US$20.00 per Ordinary Share, subject to adjustment, upon presentation and surrender to the Rights Agent of a Right Certificate (as defined in the Rights Agreement) and such other and further documentation as required by the Rights Agreement. ChinaEdu Corporation will mail to the holder of this Receipt a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is, was or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates or Receipts containing the foregoing legend, until the earliest of the Distribution Date and the Expiration Date, the Rights associated with the Ordinary Shares, represented by such certificates or Receipts shall be evidenced by certificates or Receipts alone and registered holders of Ordinary Shares and ADS Holders shall also be registered holders of Rights, and the surrender for transfer of any such certificates or Receipts, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with such Ordinary Shares. With respect to Ordinary Shares or if the Depositary shall issue Receipts in Book Entry form for which there has been sent a confirmation or account statement containing the foregoing legends, until the earliest of the Distribution Date or the Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of Ordinary Shares and ADS Holders shall also be the registered holders of the associated Rights, and the transfer of any such Ordinary Shares shall also constitute the transfer of the Rights associated with such Ordinary Shares. In the event that the Company purchases or otherwise acquires any Ordinary Shares, after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Ordinary Shares, shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with the Ordinary Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
Appears in 2 contracts
Sources: Rights Agreement (ChinaEdu CORP), Rights Agreement (ChinaEdu CORP)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation.
(b) Until the Close of Business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary an Exempt Person) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Person, would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock (or the Record Dateeffectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between Columbia Laboratories, Inc. and First Union National Bank (the “Rights Agent”), dated as of March 13, 2002, as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Columbia Laboratories, Inc. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Columbia Laboratories, Inc. shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Corporation, at the address of such holder shown on the records of the Companysuch records, a separate certificate in the form provided by Section 4 hereof (a “Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (Columbia Laboratories Inc), Rights Agreement (Columbia Laboratories Inc)
Issuance of Right Certificates. (a) Until the earlier of of:
(ai) the tenth business day after Close of Business on the Shares Acquisition Date or or
(bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Personof the Corporation) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "“Distribution Date"), ,” (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares. As a result of the execution of this Agreement on the date hereof, each share of Common Stock outstanding as of the Record Date shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a Preferred Share.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Telewest Global, Inc. and The Bank of New York, as Rights Agent, dated as of March 25, 2004 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Telewest Global, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Telewest Global, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefore to the Secretary of Telewest Global, Inc. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed canceled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 2 contracts
Sources: Rights Agreement (Telewest Global Inc), Rights Agreement (Telewest Global Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation shall make available a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the “Summary of Rights”), to any record holder of shares of Common Stock as of the Record Date, who may so request in writing from time to time prior to the Expiration Date or Final Expiration Date.
(b) Until the Close of Business on the day which is the earlier of (ai) the tenth business day (10th) Business Day after the Shares Stock Acquisition Date or (bii) the tenth business day (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary an Exempt Person) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Person, would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights, the earlier of such dates being herein referred to as the "“Distribution Date"”), (iA) the Rights will shall be evidenced by the certificates for Common Shares Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificatescertificates, and the record holders of such certificates (iior such book-entry accounts) for Common Stock shall be the record holders of the Rights Certificates will not represented thereby and (B) each Right shall only be transferable except as a part of simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock (or the Record Dateeffectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date, but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates that become outstanding for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) equal to the number of shares of common stock represented by this certificate, such Rights being on the terms set forth in the Rights Agreement by and between FXCM Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), dated as of January 29, 2015, as it may be amended from time to time (the “Agreement”), the terms of which (including the restrictions on the transfer of such Rights) are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Agreement, such Rights may be redeemed, may become exercisable for securities or assets of the Company, or securities of another entity, may be exchanged for shares of Common Stock or other securities or assets of the Company or may expire. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five (5) days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to any book-entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of book-entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone or such registration in book-entry form, and the surrender for transfer of any such certificate or book-entry shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. In the event that the Corporation purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the shares of Common Stock that are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend, nor the failure to provide notice thereof, shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Corporation and provided with a shareholder list and all necessary or relevant information and documents, at the Corporation’s expense, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Corporation or the transfer agent or registrar for Common Stock, at the address of such holder shown on the records of the Companysuch records, a separate certificate substantially in the form provided by Section 4 hereof (a “Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 2 contracts
Sources: Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.)
Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (ai) the tenth business day Business Day after the Shares a Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) Business Day after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer (as determined by reference to Rule 14d-2 (a) (or any successor rule) under the Exchange Act) upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% 30 percent or more of the then outstanding Common Shares, including Voting Stock (irrespective of whether any shares are actually purchased pursuant to such date which is offer) (the tenth Business Day after the date first to occur of this Agreement and prior to the issuance of the Rights (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the "Distribution Date"), ,
(i) the Rights will automatically attach to, and be evidenced by by, the certificates for Common Shares Stock registered in the names of the holders thereof of Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and and
(ii) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for Common SharesStock; provided, and until the however, that a Distribution Date (or shall be deemed not to have occurred on the earlier tenth Business Day after an Offer Date if, prior to the Close of the Redemption Date or the Final Expiration Date)Business on such tenth Business Day, the surrender for transfer Company's Board of any certificate for Common Shares outstanding on the Record Directors declares that such tenth Business Day shall not be considered a Distribution Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate")hereto, evidencing one Right for each share of Common Share Stock so held. Following .
(b) As soon as practicable after the date hereof, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B, by first-class mail, postage prepaid, to each record holder of Common Stock as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company.
(c) The Company will cause certificates for Common Stock issued after the Rights Record Date (including replacement certificates for shares of Common Stock outstanding on or prior to the Rights Record Date), but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, as the same shall be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain transferees of any thereof, whether currently held by or on behalf of such Person or by any subsequent holder, may be limited as provided in Section 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.
(d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock. After the Distribution Date, the Rights will be evidenced solely by such the Right Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 2 contracts
Sources: Rights Agreement (Wynns International Inc), Rights Agreement (Wynns International Inc)
Issuance of Right Certificates. (a) Until the Close of Business on the earlier to occur of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business calendar day (or such later date time as may be determined by action of the Board of Directors prior to but in no event later than the time such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person of a tender or exchange offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would be an Acquiring Person (other irrespective of whether any shares are actually purchased pursuant to such offer), or in the case of clause (ii) such later date specified by the Board which date shall not be later than the Companydate specified in clause (i) (the earliest of such dates being referred to herein as the “Distribution Date”); provided, any Subsidiary of the Companyhowever, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, that if a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and terminated prior to the issuance of the Rights (the earlier such Person becoming an Acquiring Person, then no Distribution Date shall occur as a result of such dates being herein referred to as the "Distribution Date")terminated tender or exchange offer, (ix) the Rights will be evidenced by the certificates for the shares of Common Shares Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate certificates, (y) the registered holders of shares of Common Stock of the Company shall also be deemed to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (iiz) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying shares of Common Stock of the Common Shares represented therebyCompany (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto B (a "the “Right Certificate"), ”) evidencing one Right for each the Rights underlying the shares of Common Share Stock of the Company so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until this notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) The Upon request of any holder of record of a Right, the Company will make availablesend a copy of this Rights Agreement and a copy of the Summary of the Terms of the Rights, substantially in the form attached hereto as promptly as practicable following Exhibit C (the “Summary of Rights”), by postage prepaid mail, to such holder.
(c) Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(d) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common Stock of the Company) after the Record Date, but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder to certain Rights as set forth in a Summary Rights Agreement between Sun Healthcare Group, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of Rights to Purchase Preferred SharesMay 24, in substantially the form of Exhibit B hereto2010, to any holder of Rights as from time to time prior amended, extended or renewed (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Sun Healthcare Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Sun Healthcare Group, Inc. will mail to the Expiration Date upon the request holder of record of this certificate a copy of the holdersRights Agreement, without charge, within ten Business Days after receipt of a written request therefor. Under certain circumstances, as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. The failure to print the foregoing legend on any such certificate representing shares of Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 1 contract
Issuance of Right Certificates. (a) 3.1. Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between MacroPore Biosurgery, Inc. and the Computershare Trust Company, Inc., a Colorado corporation, as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of May 29, 2003 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so held. Following the Close terms of Business which are hereby incorporated herein by reference and a copy of which is on file at the Distribution Dateprincipal executive offices of MacroPore Biosurgery, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. MacroPore Biosurgery, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Distribution Date upon (or the request earlier of the holdersRedemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Macropore Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (b) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to of the Company) after the Shares Acquisition Date, or (ii) the tenth Business Day (or such time later date as any person becomes an Acquiring Personmay be determined by action of the Board of Directors of the Company) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan Person holding Common Shares acquired in a Company-Approved Transaction, any Employee Benefit Plan of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention (which intention shall not have been withdrawn within five Business Days) of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan Person holding Common Shares acquired in a Company-Approved Transaction, any Employee Benefit Plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer offer, the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced solely by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates, as hereinafter defined, where the context so requires) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of Common Shares; PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after receipt by the Rights Agent of written notice of the Distribution Date from the Company, the Company will prepare and execute, the Rights Agent will countersign and issue, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send at the Company's request), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, one or more Right Certificates, in substantially the form of EXHIBIT B hereto (a "Right Certificate"), evidencing one Right for each Common Share of the Company so held, subject to adjustment pursuant to Section 11. Upon completion of the foregoing actions by the Rights Agent, the Rights will be evidenced solely by such Right Certificates. If an adjustment in the number of Rights per Common Share has been made pursuant to Section 11, at the time Rights Certificates are distributed the Company may, to the extent provided in Section 14, make the necessary and appropriate rounding adjustments so that Rights Certificates are distributed representing only whole numbers of Rights and pay cash in lieu of fractional Rights pursuant to Section 14(a).
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, in substantially the form of EXHIBIT C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until issuance of Right Certificates by the Rights Agent following the Distribution Date, the Rights will be evidenced by such certificate registered in the names of the holders thereof. Until issuance of Right Certificates by the Rights Agent following the Distribution Date (or on the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record DateShares, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of Rights associated with the Common Shares represented thereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares which are subsequently disposed of by the Company) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Information Advantage, Inc. and Norwest Bank Minnesota, National Association, dated as of March 1, 1999, as the same may be amended from time to time (the "Rights Agreement"), the terms of which (including restrictions on the transfer of such Rights) are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Information Advantage, Inc. Under certain circumstances, as set forth in the Rights Agreement, the Rights described therein will be evidenced by separate certificates and will no longer be evidenced by this certificate. Information Advantage, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt from such holder of a written request therefor addressed to its Secretary. As described in the Rights Agreement, Rights beneficially owned or issued to any Person who becomes an Acquiring Person (as those terms are defined in the Rights Agreement) shall become null and void. The Rights shall not be exercisable by a holder in any jurisdiction where the requisite qualification to the issuance to such holder of the Rights, or the exercise by such holder of the Rights in such jurisdiction, has not been obtained or is not obtainable. With respect to certificates containing the foregoing legend, until the issuance of Right Certificates by the Rights Agent following the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, the registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution DateNotwithstanding this paragraph, the Company will prepare and execute, omission of a legend shall not affect the Rights Agent will countersign, and enforceability of any part of this Agreement or the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record rights of any holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesRights.
(bd) The Company will make availableNotwithstanding anything in this Agreement to the contrary, as promptly as practicable following from and after the Record Datetime any Person becomes an Acquiring Person, a Summary any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of Rights to Purchase Preferred Sharessuch Acquiring Person) shall be null and void without any further action, in substantially the form of Exhibit B hereto, to and any holder of such Rights from time shall thereafter have no rights whatsoever with respect to time prior such Rights, whether under this Agreement (including the right to the Expiration Date upon the request exercise such Rights under any provision of the holdersthis Agreement) or otherwise.
Appears in 1 contract
Issuance of Right Certificates. (a) Until From the date hereof until the earlier of (ai) the Close of Business on the tenth business day (10th) Business Day after the Shares Stock Acquisition Date or (bii) the Close of Business on the tenth business day (10th) Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-2(a) of the Rules under the Exchange Act, or any successor rule, if, upon consummation of which would result in any person becoming thereof, such Person could become the Beneficial Owner of Common Shares aggregating 3015% or more of the shares of Common Stock of the Company then outstanding Common Shares, (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not shall be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying shares of Common Stock of the Common Shares represented therebyCompany (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignshall, and at the Company will send or cause to be sent (and the Rights Agent will, if requestedCompany’s expense, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificateone or more certificates, in substantially the form of Exhibit A B attached hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided herein. Following In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will shall be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable separately from the shares of Common Stock of the Company.
(b) The Certificates for Common Stock of the Company will make available, as promptly as practicable following issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date, shall be deemed also to be certificates for Rights, and shall bear a Summary of Rights to Purchase Preferred Shareslegend, substantially in substantially the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Myriad Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, LLC (or any successor thereto), as Rights Agent, dated as of Exhibit B heretoJune 30, to any holder of Rights 2009, as amended, restated, renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Myriad Pharmaceuticals, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Myriad Pharmaceuticals, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Myriad Pharmaceuticals, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the earlier of the Distribution Date or the Expiration Date, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Expiration Date upon the request Distribution Date, any Rights associated with such Common Stock of the holdersCompany shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Myriad Pharmaceuticals, Inc.)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring PersonDisinterested Directors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) ofcommences, or of the first public announcement of the publicly announces its intention of any Person to commence (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares which intention to commence remains in effect for or pursuant to the terms of any five Business Days after such plan) to commenceannouncement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer is abandoned prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"),
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by the certificates for Common Shares with or without a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares.
(c) Certificates for Common Shares issued after the Record Date (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Waterlink, Inc. and American Stock Transfer & Trust Company, dated as of May 23, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Waterlink, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Waterlink, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed cancelled and 9 retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Sources: Rights Agreement (Waterlink Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), DISTRIBUTION DATE," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); PROVIDED, HOWEVER, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of EXHIBIT B hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights in substantially the form of EXHIBIT C hereto (the "SUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN BETWEEN APPLIED MICROSYSTEMS CORPORATION AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DATED AS OF DECEMBER 10, 1998 (THE "RIGHTS PLAN"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF APPLIED MICROSYSTEMS CORPORATION UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS PLAN, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. APPLIED MICROSYSTEMS CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS PLAN WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS PLAN, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS DEFINED IN THE RIGHTS PLAN) AND CERTAIN RELATED PERSONS, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed cancelled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Sources: Stockholder Rights Plan (Applied Microsystems Corp /Wa/)
Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (i) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day after the Shares Acquisition Date or (b) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A B hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred SharesStock, substantially in substantially the form attached hereto as Exhibit C (a "Summary of Exhibit B heretoRights"), by first-class, postage prepaid mail, to any each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company's treasury) after the Record Date and prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Abaxis, Inc. and EquiServe Trust Company, N.A., as Rights Agent, dated as of April 23, 2003, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Abaxis, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Abaxis, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, BENEFICIALLY OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR AN ASSOCIATE OR AFFILIATE (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) THEREOF AND CERTAIN TRANSFEREES THEREOF WILL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Abaxis Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement of a Tender Offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, or any employee benefit plan of the Company or of any wholly-owned Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer Tender Offer the consummation of which offer would result in any person becoming the Beneficial Owner beneficial ownership by a Person of Common Shares aggregating 30% or more of the then outstanding Common Shares, Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the Sections 3(b) and (c)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented therebyShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) at the expense of the Company send by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificatecertificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The As soon as practicable after August 18, 1998, the Company will make available, as promptly as practicable following the Record Date, send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B heretoC hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to any each record holder of Common Shares as of the Close of Business on August 18, 1998, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of August 18, 1998, until the Distribution Date, the Rights from time to time will be evidenced by such certificates for Common Shares registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on August 18, 1998, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Certificates issued for Common Shares which certificates become outstanding after August 18, 1998 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date upon shall be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Federal Signal Corporation and ▇▇▇▇▇▇ Trust and Savings Bank, dated as of July 9, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Federal Signal Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Federal Signal Corporation will mail to the holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of such Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Personof the Corporation) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares. As a result of the execution of this Agreement on May 17, 2002, each share of Common Stock outstanding as of May 28, 2002 shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a Preferred Share.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Salant Corporation and Mellon Investor Services LLC, as ▇▇▇▇▇▇ Agent, dated as of May 17, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Salant Corporation. Under certain circumstances, as set ▇▇▇▇▇ in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Salant Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed canceled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Sources: Rights Agreement (Salant Corp)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, Company any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3020% or more of the then outstanding Common Shares, Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of Exhibit B heretohereto (the "Summary of Rights"), by first- class, postage-prepaid mail, to any each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights from time will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to time in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Citizens Holding Company and Citizens Bank of Philadelphia, MS dated as of May 1, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Citizens Holding Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Citizens Holding Company will mail to the holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) shall become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% or more of any class of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Dairy Mart Convenience Stores, Inc. and The First National Bank of Boston (the "Rights Agent"), dated as of January 19, 1996, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Dairy Mart Convenience Stores, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Dairy Mart Convenience Stores, Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefore. Under certain ------------- circumstances as provided in Section 7(e) of the Common Shares represented therebyRights ------------------------------------------------------- Agreement, Rights issued to or Beneficially Owned by Acquiring Persons ---------------------------------------------------------------------- or their Affiliates or Associates (as such terms are defined in the ------------------------------------------------------------------- Rights Agreement) or any subsequent holder of such Rights shall be ------------------------------------------------------------------ null and void and may not be transferred to any Person. ------------------------------------------------------
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Sources: Rights Agreement (Dairy Mart Convenience Stores Inc)
Issuance of Right Certificates. (a) [Reserved].
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached thereto, shall also constitute be issued in respect of all shares of Common Stock that become outstanding after the transfer Record Date but prior to the earlier of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and executeExpiration Date or the Final Expiration Date and, the Rights Agent will countersignin certain circumstances provided in Section 22 hereof, and the Company will send or cause to may be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder issued in respect of shares of Common Shares as of the Close of Business on Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, at the address of such holder shown on the records of without limitation, certificates issued upon original issuance, disposition from the Company, a separate Right Certificate, in substantially 's treasury or transfer or exchange of Common Stock) after the form date hereof but prior to the earliest of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights will be evidenced solely (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Right Certificates.
Rights being on the terms provided under the Amended and Restated Rights Agreement between GREYHOUND LINES, INC. and Mellon Securities Trust Company (b) The Company will make availablethe "Rights Agent"), dated as of April 8, 1997, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights it may be amended from time to time prior to (the Expiration Date upon "Rights Agreement"), the request terms of which are incorporated herein by reference and a copy of which is on file at the holdersprincipal executive offices of GREYHOUND LINES, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth clause (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date,"),
(i1) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii2) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including without limitation a transfer to the Corporation); provided, however, that, if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. Upon the occurrence of a Distribution Date, the Corporation shall promptly notify the Rights Agent and request a stockholder list from the Corporation's transfer agent. As soon as practicable after the Rights Agent receives such notice and list, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class mail, postage-prepaid, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class mail, postage-prepaid, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares.
(c) Rights shall be issued in respect of all Common Shares outstanding as of the Record Date or issued (on original issuance or out of treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date. In addition, in connection with the issuance or sale of Common Shares following the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Corporation (i) shall, with respect to Common Shares so issued or sold, pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities issued by the Corporation prior to the Distribution Date, and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that no such Right Certificate shall be issued if, and to the extent that (x) the Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Corporation or the Person to whom such Right Certificate would be issued or (y) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
(d) Certificates for Common Shares which become outstanding (including without limitation reacquired Common Shares referred to in the last sentence of this paragraph (d)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Vintage Petroleum, Inc. and ChaseMellon Shareholder Services, L.L.C., dated as of March 16, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Vintage Petroleum, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. Vintage Petroleum, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and certain related Persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed cancelled and retired so that the Close of Business on the Distribution Date, at the address of Corporation shall not be entitled to exercise any Rights associated with such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (ai) the tenth business day Business Day after the Shares a Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or the date of the first public announcement (such commencement date or announcement date being herein referred to as the "Offer Date") of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% twenty percent (20%) or more of the then outstanding Common Shares, including Voting Stock (irrespective of whether any shares are actually purchased pursuant to such date which is offer) (the tenth Business Day after the date first to occur of this Agreement and prior to the issuance of the Rights (the earlier of such dates a Stock Acquisition Date or an Offer Date being herein referred to as the "Distribution Date"), ,
(i) the Rights will automatically attach to, and be evidenced by by, the certificates for Common Shares Stock registered in the names of the holders thereof of Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, and and
(ii) each Right (and the Rights right to receive Right Certificates therefor) will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying shares of Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate")hereto, evidencing one Right for each share of Common Share Stock so held. Following .
(b) As soon as practicable after the Rights Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B, by first-class mail, postage prepaid, to each record holder of Common Stock as of the Close of Business on the Rights Record Date, at the address of such holder shown on the records of the Company.
(c) The Company will cause certificates for Common Stock issued after the Rights Record Date (including replacement certificates for shares of Common Stock outstanding on or prior to the Rights Record Date), but prior to the earliest of (i) the Distribution Date, (ii) the Expiration Date and (iii) the date, if any, on which the Rights may be redeemed, to have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also entitles the holder hereof to certain Rights as set forth in the Rights Agreement between the Company and ▇▇▇▇▇▇ Trust Company of California, as Rights Agent as the same shall be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or certain transferees of any thereof, whether currently held by or on behalf of such Person or by any subsequent holder, may be limited as provided in Section 7(f) of the Rights Agreement. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate.
(d) Until the Distribution Date, the surrender for transfer of any of the certificates for Common Stock outstanding on or after the Rights Record Date, with or without a copy of the Summary of Rights attached thereto and with or without the legend set forth in subsection (c) above, shall also constitute the transfer of the Rights associated with such Common Stock. After the Distribution Date, the Rights will be evidenced solely by such the Right Certificates.
(b) The Company will make available, as promptly as practicable following . If a holder of the Record Class B Common Stock converts any of the shares thereof into Class A Common Stock after the Distribution Date, such holder shall not receive any Rights in connection with the issuance of Class A Common Stock as a Summary result of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holderssuch conversion.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the Close of Business on the earlier of (ai) the tenth business calendar day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Shares Stock aggregating 30% or more of the Common Stock then outstanding Common Shares, (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to any each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders
(c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights (the "Rights") as set forth in a Rights Agreement between Apache Corporation and Norwest Bank Minnesota, N.A., as Rights Agent, dated as of January 31, 1996 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Apache Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Apache Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the request of Company shall not be entitled to exercise any Rights associated with the holdersCommon Stock which are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Apache Corp)
Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after Distribution Date, the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) ofExpiration Date, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Final Expiration Date"), (i) the Rights will be evidenced solely by the certificates for the shares of Common Shares Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company or, with respect to uncertificated shares of Common Stock of the Company registered in book entry form (“Book Entry Shares”) (which certificates for shares of Common Stock and Book Entry Shares shall also be deemed to be Right Certificates) and ), the Rights related thereto will be evidenced by the notation in book entry on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, and (ii) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, (iii) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of only in connection with the transfer of certificates for the underlying shares of Common SharesStock of the Company (including a transfer to the Company), and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), iv) the surrender for transfer of any certificate for certificates representing shares of Common Shares outstanding on the Record Date, with or without a copy Stock of the Summary of Rights attached theretoCompany or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
(b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information and documents, at the expense of the Company, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto B (a "the “Right Certificate"), ”) evidencing one Right for each the Rights underlying the shares of Common Share Stock of the Company so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(bc) The Upon request of any holder of record of a Right, the Company will make availablesend or cause to be sent a copy of this Agreement and a copy of the Summary of the Terms of the Rights, substantially in the form attached hereto as promptly as practicable following Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to the holder at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Stock. Any failure to send a copy of this Agreement and a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Stock.
(d) Until the earlier of the Distribution Date, the Expiration Date, or the Final Expiration Date, the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(e) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common Stock of the Company) after the Record Date, but prior to the earlier of the Distribution Date, the Expiration Date, or the Final Expiration Date, shall have impressed on, printed on, written on, or otherwise affixed to them a Summary of Rights to Purchase Preferred Shares, legend in substantially the form following form: “This certificate also evidences and entitles the holder to certain rights (the “Rights”) as set forth in a Section 382 Tax Benefits Preservation Plan by and between Ocean Power Technologies, Inc. and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of Exhibit B heretoJune 29, to any holder of Rights 2023, as the same may be amended, extended, or renewed from time to time prior (the “Plan”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the Expiration Date upon the request holder of record of this certificate a copy of the holdersPlan, without charge after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights which are issued to, transferred to, or have been beneficially owned by Acquiring Persons (as such term is defined in the Plan) or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Notwithstanding this Section 3(e), neither the failure to print the foregoing legend on any such certificate representing shares of Common Stock of the Company or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof to the holder of Book Entry Shares, shall affect in any manner whatsoever the application, interpretation, or enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Tax Benefits Preservation Plan (Ocean Power Technologies, Inc.)
Issuance of Right Certificates. (a) Until the earlier of the Close of Business on (ai) the tenth business day after the Shares Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors which is taken on or prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (with a copy of the Summary of Rights attached thereto) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A B hereto (a "“Right Certificate"), ”) evidencing one Right for each share of Common Share Stock so held. Following In the Close event that an adjustment in the number of Business on Rights per share of Common Stock has been made pursuant to Sections 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) The Company will make available, as promptly as practicable following the Record Date, send a copy of a Summary of Rights to Purchase Preferred SharesStock, substantially in the form attached hereto as Exhibit C (a “Summary of Rights”), to a holder of record of Common Stock upon such holder’s request.
(c) Rights shall be issued in respect of all shares of Common Stock that are issued (either as an original issuance or from the Company’s treasury) after the Record Date prior to the earlier of the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the form following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Trident Microsystems, Inc. and Mellon Investor Services, LLC, as Rights Agent, dated as of Exhibit B heretoJuly 24, to any holder of Rights 2008, as the same may be amended or supplemented from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Trident Microsystems, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as such term is defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. Trident Microsystems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, Beneficially Owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (bii) the Close of Business on the tenth business day (10th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after following the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock of the Company registered in the names of the holders thereof (which of the Common Stock of the Company or by the Book Entry shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated shares of Common Stock of the Company in lieu of such certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (or, for shares participating in the direct registration system, by notations in the respective Book Entry accounts for holders of the shares of Common Stock of the Company), and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier Stock of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyCompany. As soon as practicable after the Distribution Date, Date and receipt by the Company will prepare and executeRights Agent of a list of the record holders of the Common Stock of the Company, the Rights Agent will countersignshall either (i) mail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insuredpostage prepaid mail, postageto each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right Certificate in substantially the form of Exhibit B hereto (a “Right Certificate”) evidencing one Right for each share of Common Stock of the Company so held, or (ii) notify each record holder of the Common Stock of the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, that a Rights Certificate has been issued to such holder in the Book Entry notations for such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates or Book Entry notations, as applicable. In the event that shares of Common Stock of the Company are not represented by certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the Book Entry accounts reflecting ownership of such shares of Common Stock of the Company.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C (a “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of Common Shares Stock of the Company as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, .
(c) Rights shall be issued in substantially respect of all shares of Common Stock of the form Company that are issued (either as an original issuance or from the Company’s treasury) after the Record Date prior to the earlier of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date or the Expiration Date. With respect to certificates or Book Entry notations representing such shares of Common Stock of the Company, the Rights will be evidenced solely by such Right Certificatescertificates or notations for Common Stock of the Company registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto) (or, for shares participating in the direct registration system, by notations in the respective Book Entry accounts for the Common Shares), shall also constitute the surrender for transfer of the Rights associated with the Common Stock of the Company represented thereby.
(bd) The Certificates or Book Entry notations issued and/or made for shares of Common Stock of the Company will make available(including, without limitation, certificates issued upon transfer or exchange of Common Stock of the Company) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between LogicMark, Inc. and Nevada Agency and Transfer Company, as promptly Rights Agent, dated as practicable following of November 1, 2024, as the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights same may be amended from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of LogicMark, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and/or Book Entry notations and will no longer be evidenced by this [certificate/statement]. LogicMark, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable.” With respect to such certificates or Book Entry notations containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates or Book Entry notations shall, until the Distribution Date, be evidenced by such certificates or Book Entry notations alone, and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or Book Entry notation shall also constitute the surrender for transfer of the Rights associated with the Common Stock of the Company represented thereby. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement
Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (i) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
(c) Certificates for Common Shares issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date (whether as an original issuance of Common Shares or as a transfer or re-registration of outstanding Common Shares) shall have impressed on, printed on, written on or otherwise affixed to them the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN HEARTLAND BANCSHARES, INC. AND THE RIGHTS AGENT THEREUNDER (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF HEARTLAND BANCSHARES, INC.. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. HEARTLAND BANCSHARES, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID.
(d) In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) ------------------------------ the tenth business day after the Shares Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights, with the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Sec tion 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B heretoC hereto (the "Summary of Rights"), by first- class, postage-prepaid mail, to any each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights from time will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to time in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between ABC Bancorp and SunTrust Bank, dated as of February 17, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of ABC Bancorp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. ABC Bancorp will mail to the holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Abc Bancorp)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (aA) the tenth business day after the Shares Acquisition Date or (bB) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (A) and (B), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (i) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between REMEC, Inc. and the Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of June 15, 2001 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so held. Following the Close terms of Business which are hereby incorporated herein by reference and a copy of which is on file at the Distribution Dateprincipal executive offices of REMEC, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. REMEC, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Distribution Date upon (or the request earlier of the holdersRedemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Remec Inc)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors (but only if at the time of such determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office) prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Commodore Holdings Limited and American Stock Transfer and Trust Company (the "Rights Agent"), dated as of September 29, 1998 (as it may be amended from time to time) (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Commodore Holdings Limited. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Commodore Holdings Limited shall mail to the registered holder of this certificate a copy of the Rights associated with the Common Shares represented therebyAgreement without charge within five days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(E) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Premier Parks Inc. and Bank One Trust Company, N.A., (the "Rights Agent"), dated as of January 12, 1998, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Premier Parks Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Premier Parks Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in Section 7(e) of the Common Shares represented thereby. Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be transferred to any Person.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Sources: Rights Agreement (Premier Parks Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempt Person) becoming the Beneficial Owner of Common Shares aggregating 304.99% or more of the shares of Common Stock then outstanding Common Shares(including, including in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to any each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between American Axle & Manufacturing Holdings, Inc. and EquiServe Trust Company Inc., dated as of September 15, 2003, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of American Axle & Manufacturing Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. American Axle & Manufacturing Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
Appears in 1 contract
Sources: Rights Agreement (American Axle & Manufacturing Holdings Inc)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by on which any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, commences or of first publicly announces the first public announcement of the intent to commence (which intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares to commence remains in effect for or pursuant to the terms of any five Business Days after such plan) to commenceannouncement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to before the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced by (subject to the provisions of Section 3(b) hereof) the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates (as defined herein)) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer is terminated before a Distribution Date occurs, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first- class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As soon as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares.
(c) Certificates for Common Shares, which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but before the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Impac Commercial Holdings, Inc. and BankBoston, N.A., dated as of October 7, 1998 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Impac Commercial Holdings, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Impac Commercial Holdings, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but before the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed canceled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares that are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by on which any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, commences or of first publicly announces the first public announcement of the intent to commence (which intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares to commence remains in effect for or pursuant to the terms of any five Business Days after such plan) to commenceannouncement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to before the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced by (subject to the provisions of Section 3(b) hereof) the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates (as defined herein)) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer is terminated before a Distribution Date occurs, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As soon as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the such Common Shares.
(c) Certificates for Common Shares, which become outstanding (including, without limitation, reacquired Common Shares represented thereby. As soon as practicable referred to in the last sentence of this paragraph (c)) after the Record Date but before the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersign, and the Company will send or cause shall be deemed also to be sent (certificates for Rights and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agent willAgreement between Borealis Technology Corporation and ChaseMellon Shareholder Services, if requestedLLC, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of January 25, 1999 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so heldthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Borealis Technology Corporation. Following Under certain circumstances, as set forth in the Close of Business on the Distribution DateRights Agreement, the such Rights will be evidenced solely by such Right Certificatesseparate certificates and will no longer be evidenced by this certificate.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practical thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "SUMMARY OF RIGHTS"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation.
(b) Until the Close of Business on the day which is the earlier of (ai) the tenth business day Business Day after the Shares Stock Acquisition Date or and (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) by any Person (other than the Company, any Subsidiary an Exempt Person) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Person, would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock (or the Record Dateeffectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between Technical Communications Corporation (the "Corporation") and American Stock Transfer & Trust Company (the "Rights Agent"), dated as of August 6, 2004, as it may be amended from time to time (the "Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Corporation shall mail to the registered holder of this certificate a copy of the Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances set forth in the Agreement, Rights issued to or Beneficially Owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Agreement), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Corporation, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day after the Shares Share Acquisition Date (or if the tenth day after the Share Acquisition Date occurs before the Record Date, the Record Date), or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Entity) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempted Entity) becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the Ordinary Shares then outstanding Common Shares(including, including in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Ordinary Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Ordinary Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record registered holder of Common Ordinary Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on in the records register of members of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each Common Ordinary Share so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Ordinary Shares, in substantially the form of Exhibit B hereto, hereto (the “Summary of Rights”) to any each registered holder of Ordinary Shares as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown in the register of members of the Company by first-class, postage-prepaid mail. With respect to Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such Ordinary Shares registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Ordinary Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby.
(c) Rights shall be issued in respect of all Ordinary Shares issued or disposed of (including, without limitation, upon issuance or reissuance of Ordinary Shares out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Ordinary Shares (including, without limitation, upon transfer of outstanding Ordinary Shares or issuance or reissuance of Ordinary Shares out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: “This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Yingli Green Energy Holding Company Limited and RBC Dexia Corporate Services Hong Kong Limited, as Rights Agent, dated as of October 17, 2007, as the same may be amended, supplemented or otherwise modified from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Yingli Green Energy Holding Company Limited. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Yingli Green Energy Holding Company Limited will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.” With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Ordinary Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Ordinary Shares represented thereby. In the event that the Company purchases or otherwise acquires any Ordinary Shares after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Ordinary Shares shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with Ordinary Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
Appears in 1 contract
Sources: Rights Agreement (Yingli Green Energy Holding Co LTD)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth business day after the Shares Acquisition Date or (b) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insuredpostage prepaid mail, postageto each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (a “Right Certificate”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C (a “Summary of Rights”), by first-class, postage prepaid mail, to each record holder of Common Shares Stock as of the Close of Business on the Distribution Record Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, .
(c) Rights shall be issued in substantially respect of all shares of Common Stock that are issued (either as an original issuance or from the form Company’s treasury) after the Record Date prior to the earlier of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date or the Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced solely by such Right Certificatescertificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(bd) The Company will make availableCertificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Halozyme Therapeutics, Inc. and Corporate Stock Transfer, as promptly Rights Agent, dated as practicable following of May 4, 2006, as the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights same may be amended from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Halozyme Therapeutics, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Halozyme Therapeutics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any Person who is or becomes an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate (as such terms are defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the Distribution Date, be evidenced by such certificates alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this subsection (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (aA) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date Date, or (bii) the close of business on the tenth business day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier earliest of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented thereby(including a transfer to the Corporation); provided, however, that if a tender offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CompanyCorporation, a separate Right Certificate, substantially in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the Book-Entries representing, or the certificates for for, the Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of Book-Entries representing, or the certificates shall also be deemed to be Right Certificatesfor, Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Book-Entries or Right Certificates, certificates and the record holders of the Common Stock represented by such Book-Entries or certificates shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), transfer on the Company's Direct Registration System of any Common Stock represented by a Book-Entry or the surrender for transfer of any Common Stock represented by a certificate shall constitute the surrender for transfer of the Right or Rights associated with the Common Shares outstanding on the Record DateStock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between USW-C, Inc. (to be renamed "U S WEST, Inc.") (the "Company") and State Street Bank and Trust Company (the "Rights Agent"), dated as of ____________ __, 1998, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Rights associated with the Common Shares represented therebyAgreement without charge within five days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such SUCH Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Sources: Rights Agreement (Usw-C Inc)
Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant Transfer Prior to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (i) the Rights will be evidenced by the certificates for the common stock, par value $0.01 per share (“Common Shares registered in the names Stock”) of the Company and not separate certificates evidencing the Rights (a “Right Certificate”), and the registered holders thereof (which certificates of the Common Stock shall also be deemed to be Right Certificates) and not by separate Right Certificates, the registered holders of the associated Rights; and (ii) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder underlying shares of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so heldStock. Following the Close of Business on After the Distribution Date, the Rights Agent will mail separate Right Certificates to each record holder of the Common Stock as of the close of business on the Distribution Date, and thereafter the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following transferable separately from the Record Common Stock. Exercise Prior to the Distribution Date, the Rights are not exercisable. After the Distribution Date, but prior to the occurrence of an event described below under “Flip-In” or “Flip-Over”, each Right shall be exercisable to purchase, for $55.00, subject to adjustment (the “Purchase Price”), one one-hundredth of a Summary share of Junior Participating Preferred Stock, par value $0.01 per share, of the Company. Acquiring Person Subject to certain exceptions, an “Acquiring Person” is any person or group who becomes the beneficial owner of 20% or more of the Common Stock. The exceptions include: (i) the Company’s employee benefit plans, (ii) any person that the Company’s Board of Directors determines exceeded the threshold inadvertently and then promptly divests the excess shares and (iii) any person who becomes an Acquiring Person because the Company repurchases outstanding shares of Common Stock unless such person acquires additional shares of Common Stock. Flip-In If any person or group becomes an Acquiring Person, then each Right (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons) will entitle the holder to purchase, for the Purchase Preferred SharesPrice, a number of shares of the Company’s Common Stock having a market value of twice the Purchase Price. Flip-Over If, after any person or group becomes an Acquiring Person, (1) the Company is involved in substantially a merger or other business combination in which the form Company is not the surviving corporation or its Common Stock is exchanged for other securities or assets or (2) the Company and/or one or more of Exhibit B heretoits subsidiaries sell or otherwise transfer assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries, taken as a whole, then each Right will entitle the holder to purchase, for the Purchase Price, a number of shares of common stock of the other party to such business combination or sale (or in certain circumstances, an affiliate) having a market value of twice the Purchase Price. Exchange At any holder time after any person becomes an Acquiring Person (but before any person becomes the beneficial owner of 50% or more of the Company’s Common Stock or the occurrence of a merger, combination, sale or transfer described in “Flip-Over” above), the Board of Directors may exchange all or part of the Rights from time to (other than the Rights beneficially owned by the Acquiring Person and certain affiliated persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. Redemption The Board of Directors may redeem all of the Rights at a price of $.01 per Right at any time prior to the time that any person becomes an Acquiring Person. Expiration Date The Rights will expire on October 16, 2018, unless earlier exchanged or redeemed. Amendments Prior to any person becoming an Acquiring Person, the Rights Agreement may be amended in any respect. After any person has become an Acquiring Person, the Rights Agreement may not be amended in any respect that would adversely affect the Rights holders (other than any Acquiring Person and certain affiliated persons) or cause the Rights again to become redeemable. Voting Rights Rights holders have no stockholder rights, including no right to vote or to receive dividends. Antidilution Provisions The Rights Agreement includes standard antidilution provisions designed to protect the efficacy of the Rights. Taxes While the dividend of the Rights will not be taxable to stockholders or to the Company, stockholders or the Company may, depending upon the request circumstances, recognize taxable income in the event that the Rights become exercisable. A copy of the holdersRights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as amended from time to time, the complete terms of which are hereby incorporated by reference. No. R - [Number of] Rights NOT EXERCISABLE AFTER THE EARLIER OF OCTOBER 16, 2018 AND THE DATE ON WHICH THE RIGHTS EVIDENCED HEREBY ARE REDEEMED OR EXCHANGED BY THE COMPANY AS SET FORTH IN THE RIGHTS AGREEMENT. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BE NULL AND VOID.
Appears in 1 contract
Sources: Rights Agreement (MSC Software Corp)
Issuance of Right Certificates. (a) Until the Close of Business on the earlier to occur of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business calendar day (or such later date time as may be determined by action of the Board of Directors prior to but in no event later than the time such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result be an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to such offer), or in any person becoming the Beneficial Owner case of Common Shares aggregating 30% or more of clause (ii) such later date specified by the then outstanding Common Shares, including any such Board which date which is after shall not be later than the date of this Agreement and prior to the issuance of the Rights specified in clause (i) (the earlier earliest of such dates being herein referred to herein as the "“Distribution Date"”), (ix) the Rights will be evidenced by the certificates for the shares of Common Shares Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall be deemed also to be certificates for Rights) or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate certificates, (y) the registered holders of shares of Common Stock of the Company shall also be deemed to be Right Certificates) and not by separate Right Certificatesthe registered holders of the associated Rights, and (iiz) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying shares of Common Stock of the Common Shares represented therebyCompany (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto B (a "the “Right Certificate"), ”) evidencing one Right for each the Rights underlying the shares of Common Share Stock of the Company so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until this notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) The Upon request of any holder of record of a Right, the Company will make availablesend a copy of this Agreement and a copy of the Summary of the Terms of the Rights, substantially in the form attached hereto as promptly as practicable following Exhibit C (the “Summary of Rights”), by postage prepaid mail, to the holder.
(c) Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(d) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common Stock of the Company) after the Record Date, but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder to certain Rights as set forth in a Summary of Rights to Purchase Preferred SharesAgreement between Toreador Resources Corporation and American Stock Transfer & Trust Company, in substantially the form of Exhibit B heretoLLC, to any holder of as Rights Agent, dated June 20, 2011, as from time to time prior amended, extended or renewed (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Toreador Resources Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Toreador Resources Corporation will mail to the Expiration Date upon the request holder of record of this certificate a copy of the holdersRights Agreement, without charge, within ten Business Days after receipt of a written request therefor. Under certain circumstances, as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as defined in the Rights Agreement) or any purported subsequent holder of such Rights will become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. The failure to print the foregoing legend on any such certificate representing shares of Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (a) the tenth business day after Distribution Date, the Shares Acquisition Date or (b) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) ofExpiration Date, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates being herein referred to as the "Distribution Final Expiration Date"), (i) the Rights will be evidenced solely by the certificates for the shares of Common Shares Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company or, with respect to uncertificated shares of Common Stock of the Company registered in book entry form (“Book Entry Shares”) (which certificates for shares of Common Stock and Book Entry Shares shall also be deemed to be Right Certificates) and ), the Rights related thereto will be evidenced by the notation in book entry on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, and (ii) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, (iii) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of only in connection with the transfer of certificates for the underlying shares of Common SharesStock of the Company (including a transfer to the Company), and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), iv) the surrender for transfer of any certificate for certificates representing shares of Common Shares outstanding on the Record Date, with or without a copy Stock of the Summary of Rights attached theretoCompany or Book Entry Shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
(b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested to do so by the Company and provided with all necessary information and documents, at the expense of the Company, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the Company, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto B (a "the “Right Certificate"), ”) evidencing one Right for each the Rights underlying the shares of Common Share Stock of the Company so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(bc) The Upon request of any holder of record of a Right, the Company will make availablesend or cause to be sent a copy of this Agreement and a copy of the Summary of the Terms of the Rights, substantially in the form attached hereto as promptly as practicable following Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to the holder at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Common Stock. Any failure to send a copy of this Agreement and a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Stock.
(d) Until the earlier of the Distribution Date, the Expiration Date, or the Final Expiration Date, the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the surrender for transfer of the Rights associated with the shares of Common Stock represented thereby and the transfer of shares of Common Stock on the records of the Company shall also constitute the transfer of the Rights associated with the shares.
(e) Certificates issued for shares of Common Stock of the Company (including, without limitation, certificates issued upon transfer or exchange of shares of Common Stock of the Company) after the Record Date, but prior to the earlier of the Distribution Date, the Expiration Date, or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them a Summary of Rights to Purchase Preferred Shares, legend in substantially the form following form: “This certificate also evidences and entitles the holder to certain rights (the “Rights”) as set forth in a Section 382 Tax Benefits Preservation Plan by and between The Meet Group, Inc. and Action Stock Transfer Corporation, as Rights Agent (or any successor rights agent), dated as of Exhibit B heretoOctober 4, to any holder of Rights 2019, as the same may be amended, extended or renewed from time to time prior (the “Plan”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the Expiration Date upon the request holder of record of this certificate a copy of the holdersPlan, without charge after receipt of a written request therefor. Under certain circumstances, as provided in the Plan, Rights which are issued to, transferred to or have been beneficially owned by Acquiring Persons (as such term is defined in the Plan) or any purported subsequent holder of such Rights will become null and void and will no longer be transferable. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable.” With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Notwithstanding this Section 3(e), neither the failure to print the foregoing legend on any such certificate representing shares of Common Stock of the Company or any defect that may be contained in the legend that is so printed, nor the failure to provide the notice thereof to the holder of Book Entry Shares, shall affect in any manner whatsoever the application, interpretation or enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of the close of business on (ai) the tenth business 10th day after the Shares Acquisition Date or (bii) the tenth business day 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by by, or first public announcement of the intent of, any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit plan Plan of the Company company or of any Subsidiary of the Company Company, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planPlan) to commence, a tender or exchange offer (other than a tender offer which would, upon acceptance of shares for payment, be a Qualifying Tender Offer) the consummation of which would result in any person becoming the Beneficial Owner beneficial ownership by a Person, together with its Affiliates and Associates, of Common Shares aggregating 30% 30 percent or more of the then outstanding Common SharesShares of the Company, including any such date which is after the date of this Agreement and prior to the issuance of the Rights (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced by the (A) certificates for Common Shares registered in the names of the holders thereof Company (which certificates shall also be deemed to be Right Certificates) or, as the case may be, (B) certificates issued subsequent to the Record Date and not bearing the legend set forth in Section 3(c) hereof (and, in neither case, by separate Right Certificates, ) and the record holders of such certificates for Common Shares shall be the record holders of the Rights represented thereby and (iiy) the Rights and the right to receive Right Certificates will not be transferable except as a part of only simultaneously with and together with the transfer of certificates for Common Shares, and until Shares of the Company. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration DateDate (as such terms are defined in Section 7 hereof)), the surrender for transfer of any certificate such certificates for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, after notification by the Company will prepare and executeCompany, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate")B hereto, evidencing one Right for each Common Share so held. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Shares, and the holders of such Right Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.
(b) The Rights shall be issued in respect of all Common Shares of the Company will make available, as promptly as practicable following issued after the Record Date, a Summary but prior to the earliest of the Distribution Date (the Redemption Date, the Exchange Date, or the Final Expiration Date). Certificates for such Common Shares shall also be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to Purchase Preferred Shares, in substantially them the following legend (or the form of Exhibit B hereto, to legend specified in any holder version of this Rights from time to time Agreement prior to the current amendment and restatement hereof): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Stockholder Rights Plan of Louisiana-Pacific Corporation (the "Plan"), until separate certificates for such Rights are issued. Under certain circumstances, as set forth in the Plan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The terms of the Plan, a copy of which is on file at the principal executive offices of Louisiana-Pacific Corporation, are hereby incorporated herein by reference. Louisiana-Pacific Corporation will mail or cause to be mailed to the holder of this certificate a copy of the Plan without charge promptly following receipt of a written request therefor. Under certain circumstances set forth in the Plan, Rights beneficially owned by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Plan) and any subsequent holder of such Rights, may become null and void.
(c) Certificates for Common Shares, if any, issued after the Distribution Date but prior to the earlier of the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate does not evidence any Right issued pursuant to the terms of the holdersStockholder Rights Plan of Louisiana-Pacific Corporation.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Share Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any trust or other entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any trust or other entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result Result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, irrespective of whether any shares are actually purchased pursuant to any such offer (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate (a “Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"”), evidencing one Right for each Common Share so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, With respect to certificates for Common Shares outstanding as promptly as practicable following of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of a Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to Purchase Preferred Sharesin the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in substantially the form Rights Agreement between Rentech, Inc. (the “Company”) and ComputerShare Trust Company, Inc. (the “Rights Agent”), dated as of Exhibit B heretoJanuary 18, to any holder of Rights 2005 (as amended from time to time time, the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Shares shall be deemed cancelled and retired so that the request of Company shall not be entitled to exercise any Rights associated with the holdersCommon Shares which are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Rentech Inc /Co/)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Personof the Corporation) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) ----------------- the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, -------- however, that if a tender or exchange offer is terminated prior to the ------- occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first- class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each ----------------- Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first- ----------------- class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares. As a result of the execution of this Agreement, on September 21, 1999, each share of Common Stock outstanding as of September 21, 1999, shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-hundredth of a share of Preferred Stock.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to below in this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: "This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Display Technologies, Inc. and Continental Stock Transfer & Trust Company, dated as of September 21, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated ---------------- herein by reference and a copy of which is on file at the principal executive offices of Display Technologies, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Display Technologies, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void." With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. The failure to print the foregoing legend on any such Common Shares certificate or any other defect therein shall not affect in any manner whatsoever the application or interpretation of the Close provisions of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesSection 7(e) hereof.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) 3.1 Rights Evidenced by Share Certificates and Book-Entries. Until the earlier of (ai) the close of business on the tenth business day Business Day after the Shares Acquisition Date or (bii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) Business Day after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, including any such date which is after the date of this Agreement and prior to the issuance of the Rights an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"), (ix) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3.2) by the certificates or Book-Entries for Common Shares registered in the names of the holders thereof (which certificates or Book-Entries for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates (and the right to receive certificates therefor) will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying Common Shares. The preceding sentence notwithstanding, prior to the Common Shares represented therebyoccurrence of a Distribution Date specified as a result of an event described in clause (ii) (or such later Distribution Date as the Board of Directors of the Company may select pursuant to this sentence), the Board of Directors may postpone, one or more times, the Distribution Date which would occur as a result of an event described in clause (ii) beyond the date set forth in such clause (ii). Nothing herein shall permit such a postponement of a Distribution Date after a Person becomes an Acquiring Person, except as a result of the operation of the third sentence of Section 1.1. As soon as practicable after the Distribution Date, the Company will prepare and execute, and at the written request of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person or any other Person (or any Affiliate or Associate of such other Person) Acting in Concert with an Acquiring Person (or any Affiliate or Associate of an Acquiring Person)), at the address of such holder shown on the records of the Company, a separate Right Certificateone or more certificates for Rights, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each Common Share so held. Following In the Close event that an adjustment in the number of Business on Rights per Common Share has been made pursuant to Section 11.15 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) . The Company will make availableshall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, as promptly as practicable following if such notification is given orally, the Record Date, a Summary of Rights to Purchase Preferred Shares, Company shall confirm same in substantially the form of Exhibit B hereto, to any holder of Rights from time to time writing on or prior to the Expiration Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date upon the request of the holdershas not occurred.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Stock Acquisition Date or (bii) the Close of Business on the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3020% or more of the then outstanding Common Shares, including Stock (irrespective of whether any shares are actually purchased pursuant to such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates described in clauses (i) and (ii) being herein referred to herein as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c)) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) each Right (and the Rights Certificates right to receive separate Right Certificates) will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and the Rights Agent will countersignsend, by first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a Right Certificate in substantially the form of Exhibit B hereto ("Right Certificate") evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates and will be transferrable separately from the Common Stock.
(b) As promptly as practicable following the Record Date, the Company will send or cause a copy of a Summary of Rights to be sent Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C (and the Rights Agent will"Summary of Rights"), if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution Record Date, at the address of such holder shown on the records of the Company.
(c) With respect to certificates for Common Stock outstanding as of the Record Date, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on until the Distribution Date (or, if earlier, the Expiration Date or the Final Expiration Date), the Rights will be evidenced solely by such Right Certificates.
certificates for Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (b) The Company will make availableor, as promptly as practicable following if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(d) Certificates issued for Common Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock) after the Record Date, but prior to Purchase Preferred Sharesthe earliest of the Distribution Date, the Expiration Date or the Final Expiration Date, shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in substantially a Rights Agreement between Healthcare Recoveries, Inc. and National City Bank as Rights Agent, dated as of February 12, 1999 (as the form of Exhibit B hereto, to any holder of Rights same may be amended from time to time time, the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Healthcare Recoveries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Healthcare Recoveries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or beneficially owned by Acquiring Persons or their Associates or Affiliates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights will become null and void. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates shall, until the earliest of the Expiration Date, the Final Expiration Date or the Distribution Date, be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. If the Company purchases or acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the request Company shall not be entitled to exercise any Rights associated with shares of the holdersCommon Stock which are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent (if requested by the Company and provided with all necessary information) shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the Close of Business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date Date, or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3020% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof (which certificates shall also be deemed to be Right Certificates) of Common Stock and not by separate Right Certificatescertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Cutter & Buck Inc. and ChaseMellon Shareholder Services, L.L.C. dated as of November 20, 1998, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Cutter & Buck Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Cutter & Buck Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with the Common Shares represented therebyAgreement without charge within five days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Sources: Rights Agreement (Cutter & Buck Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day Business Day after the Shares Stock Acquisition Date or (bii) the tenth business day Business Day (or such later date as may be determined by action of a majority of the Board of Directors prior to before such time as any person Person becomes an Acquiring PersonPerson and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempted Entity) is first published or sent or given within the Company, any Subsidiary meaning of Rule 14d-4(a) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Exchange Act Regulations or any entity holding Common Shares for or pursuant to the terms of any such plan) ofsuccessor rule, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock registered in the names of the holders thereof (which Common Stock will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates for shares of Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights underlying shares of Common Stock, associated with such Right (including a transfer to the Common Shares represented therebyCompany). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B attached hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following If an adjustment in the Close number of Business on Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date Date, or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% fifteen percent (15%) or more of the then outstanding Common Shares, Stock (irrespective of whether any shares are actually purchased pursuant to any such offer) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (iiy) the Rights Certificates each Right will not be transferable except as a part of only in connection with the transfer of certificates for a share (subject to adjustment as hereinafter provided) of Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, requested and provided with all necessary information send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, to the address of such holder shown on such records, a Right certificate in substantially the form of Exhibit B hereto (“Right Certificate”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the second Business Day following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) The Company will send a copy of a Summary of Rights to Purchase Preferred Stock, substantially in the form attached hereto as Exhibit C (“Summary of Rights”), by first-class, postage prepaid mail, to a record holder of Common Stock upon such holder’s request, at the address of such holder shown on the records of the Company, a separate Right Certificate, .
(c) Rights shall be issued in substantially respect of all shares of Common Stock that are issued (either as an original issuance or from the form Company’s treasury) after the Record Date prior to the earlier of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Redemption Date or the Final Expiration Date. With respect to certificates representing such shares of Common Stock, the Rights will be evidenced solely by such Right Certificatescertificates for Common Stock registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date and the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date (with or without a copy of the Summary of Rights attached thereto), shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby.
(bd) The Company will make availableCertificates issued, or book entry credits made, for Common Stock (including, without limitation, certificates issued, or book entry credits made, upon transfer or exchange of Common Stock) after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Amended and Restated Rights Agreement between Cohu, Inc. and Mellon Investor Services LLC, as promptly Rights Agent, dated as practicable following of November 10, 2006, as the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights same may be amended from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive office of Cohu, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Cohu, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt by it of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to, beneficially owned by or transferred to any person who is or becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate (as defined in the Rights Agreement) thereof and certain transferees thereof will be null and void and will no longer be transferable. With respect to such certificates or book entry credits containing the foregoing legend, the Rights associated with the Common Stock represented by such certificates or book entry credits shall, until the Distribution Date, be evidenced by such certificates or book entry credits alone, and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or book entry credit shall also constitute the surrender for transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the Expiration Date upon the request earlier of the holdersDistribution Date, the Redemption Date or the Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock no longer outstanding. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Cohu Inc)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business (10th) day after the Shares Stock Acquisition Date or (bii) the tenth business day (10th) Business Day (or such later date as may be determined by action of a majority of the entire Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary an Exempted Entity) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempted Entity) becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth clauses (i) and (ii), including any such date which that is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates (as defined below) and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following practicable, and in any event no later than thirty (30) days after the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date or, in those certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificates, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that shall no longer be outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights. Notwithstanding any other provision of this Rights from time Agreement, neither the Company, the Rights Agent nor any other Person shall have an obligation to time prior issue any Rights Certificate to an Acquiring Person or to any other Person in whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. Furthermore, neither the Company, the Rights Agent nor any other Person shall be obligated to issue Rights Certificates to any Person making a tender offer that, if consummated, could render such Person an Acquiring Person or to any Affiliate or Associate of such Person until and unless the tender offer is withdrawn and the Person shall have established to the Expiration Date upon Company’s reasonable satisfaction that such Person is not, and does not intend to become, an Acquiring Person. The Company may require any Person claiming the request right to receive a Rights Certificate to present such evidence as the Company shall reasonably require to establish to the Company’s satisfaction that the Rights represented by the Certificate are not null and void or that the Company may not withhold such Certificate under the provisions of the holderspreceding sentence.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also constitute evidences and entitles the transfer holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Premier Parks Inc. and Bank One Trust Company, N.A., (the "Rights Agent"), dated as of January 12, 1998, as it may be amended from time to time (the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Premier Parks Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Premier Parks Inc. shall mail to the registered holder of this certificate a copy of the Rights associated with the Common Shares represented therebyAgreement without charge within five days after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(E) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Sources: Rights Agreement (Premier Parks Inc)
Issuance of Right Certificates. (a) Upon the request of any holder of record of a Right, the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the “Summary of Rights”), by first class mail, postage prepaid, to each record holder of the Capital Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business (10th) calendar day after the Shares Stock Acquisition Date (or, if the tenth calendar day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (bii) the tenth (10th) business day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) Person after the date of the commencement by any Person (other than the Companyan Exempt Person), any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 30% fifteen percent (15%) or more of the then outstanding Common Shares, shares of Voting Stock of the Company (“Non Qualifying Tender Offer”) (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will shall be evidenced by the certificates for Common Shares Capital Stock registered in the names name of the holders thereof (which certificates shall also of Capital Stock or, with respect to shares of Capital Stock of the Company not represented by certificates, the Rights related thereto will be deemed to be Right Certificates) evidenced by the notation on the records of the Company representing these shares, and in each case not by separate Right Certificatescertificates and the record holders of such shares of Capital Stock shall be the record holders of the Rights represented thereby, and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for Common Shares, and until a share of Capital Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Capital Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Capital Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights attached thereto, and the transfer of shares of Capital Stock on the records of the Company shall also constitute the transfer of the Rights rights associated with such shares. Notwithstanding the Common Shares represented therebyforegoing, any right issued under the 2001 Rights Agreement and any Right issued hereunder in respect of the same share of Capital Stock of the Company shall not both be exercisable with respect to the same Stock Acquisition Date or Non-Qualifying Tender Offer.
(c) Rights shall be issued in respect of all shares of Capital Stock that become outstanding, and in respect of any other securities of the Company which are approved by the Board of Directors and by their express terms are granted Rights hereunder, after the Record Date but prior to the earlier of the Distribution Date, the Expiration Date or the Final Expiration Date and, in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Capital Stock that become outstanding after the Distribution Date. Certificates for Capital Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company's treasury or transfer or exchange of Capital Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto a legend in a form substantially as follows: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO THE SAME NUMBER OF RIGHTS (SUBJECT TO ADJUSTMENT) AS THE NUMBER OF SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE, SUCH RIGHTS BEING ON THE TERMS PROVIDED UNDER THE RIGHTS AGREEMENT BETWEEN iPARTY CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE “RIGHTS AGENT”), DATED AS OF OCTOBER 7, 2011, AS IT MAY BE AMENDED, EXTENDED OR RENEWED FROM TIME TO TIME (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF iPARTY CORP. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS SHALL BE EVIDENCED BY SEPARATE CERTIFICATES AND SHALL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. iPARTY CORP. SHALL MAIL TO THE REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN SECTION 7(E) OF THE RIGHTS AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON. The failure to print the foregoing legend on any such certificate representing shares of Capital Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of Common Shares the Capital Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Companysuch records, a separate certificate in the form provided by Section 4 hereof (a “Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"”), evidencing one (1) Right (subject to adjustment as provided herein) for each Common Share share of Capital Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Capital Stock.
Appears in 1 contract
Sources: Rights Agreement (Iparty Corp)
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Corporation or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Record Date, at the address of such holder shown on the records of the Corporation.
(b) Until the Close of Business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (10th) Business Day (or such later date as may be determined by action of the Board of Directors of the Corporation prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary an Exempt Person) of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Person, would result in any person becoming the Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock (or the Record Dateeffectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached theretoshall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Corporation's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement by and between WestPoint Stevens Inc. and SunTrust Bank (the "Rights Agent"), dated as ▇▇ ▇▇▇ 9, 2001, as it may be amended from time to time (the "Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of WestPoint Stevens Inc. Under certain circumstances, as set forth in the ▇▇▇▇▇▇ent, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. WestPoint Stevens Inc. shall mail to the registered holder of this cert▇▇▇▇▇▇▇ a copy of the Agreement without charge within five days after receipt of a written request therefor. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby. In the event that the Corporation purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
(d) As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested, send) ), by first-classfirst class mail, insured, postage-prepaid mailpostage prepaid, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date, as shown by the records of the Corporation, at the address of such holder shown on the records of the Companysuch records, a separate Right Certificate, certificate in substantially the form of Exhibit A hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following the Close As of Business on and after the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, as promptly as practicable following Certificates and may be transferred by the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request transfer of the holdersRight Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
Appears in 1 contract
Issuance of Right Certificates. (a) Until From the date hereof until the earlier of (ai) the Close of Business on the tenth business day (10th) Business Day after the Shares Stock Acquisition Date or (bii) the Close of Business on the tenth business day (10th) Business Day (or such later date date, if any, as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-2(a) of the Rules under the Exchange Act, or any successor rule, if, upon consummation of which would result in any person becoming thereof, such Person could become the Beneficial Owner of Common Shares aggregating 3015% or more of the shares of Common Stock of the Company then outstanding Common Shares, (including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”), (ix) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not shall be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with underlying shares of Common Stock of the Common Shares represented therebyCompany (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignshall, and at the Company will send or cause to be sent (and the Rights Agent will, if requestedCompany’s expense, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificateone or more certificates, in substantially the form of Exhibit A B attached hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided herein. Following In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will shall be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable separately from the shares of Common Stock of the Company.
(b) The With respect to certificates for the Common Stock of the Company will make available, as promptly as practicable following issued prior to the Close of Business on the Record Date, the Rights shall be evidenced by such certificates for the Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders of the Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the transfer of any of the certificates for the Common Stock of the Company outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate.
(c) Certificates for Common Stock of the Company issued after the Record Date, but prior to the earlier of the Distribution Date or the Expiration Date, shall be deemed also to be certificates for Rights, and shall bear a Summary of Rights to Purchase Preferred Shareslegend, substantially in substantially the form set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between Myriad Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, LLC (or any successor thereto), as Rights Agent, dated as of Exhibit B heretoJune , to any holder of Rights 2009, as amended, restated, renewed, supplemented or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of Myriad Pharmaceuticals, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Myriad Pharmaceuticals, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Myriad Pharmaceuticals, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances, Rights issued to or held by Acquiring Persons or any Affiliates or Associates thereof (as defined in the Rights Agreement), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the earlier of the Distribution Date or the Expiration Date), and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificates. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Expiration Date upon the request Distribution Date, any Rights associated with such Common Stock of the holdersCompany shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company which are no longer outstanding. The failure to print the foregoing legend on any such certificate representing Common Stock of the Company or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Myriad Pharmaceuticals, Inc.)
Issuance of Right Certificates. (a) Until the earlier of (ai) the Close of Business on the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) after the date of the commencement of a Tender Offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, or any employee benefit plan of the Company or of any wholly-owned Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer Tender Offer the consummation of which offer would result in any person becoming the Beneficial Owner beneficial ownership by a Person of Common Shares aggregating 30% or more of the then outstanding Common Shares, Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "“Distribution Date"”), (ix) the Rights will be evidenced (subject to the Sections 3(b) and (c)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates) and not by separate Right Certificatescertificates, and (iiy) the Rights Certificates will not be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented therebyShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) at the expense of the Company send by first-class, insured, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificatecertificate, in substantially the form of Exhibit A B hereto (a "“Right Certificate"”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. Following the Close As of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The As soon as practicable after August 18, 1998, the Company will make available, as promptly as practicable following the Record Date, send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B heretoC hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to any each record holder of Common Shares as of the Close of Business on August 18, 1998, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares outstanding as of August 18, 1998, until the Distribution Date, the Rights from time to time will be evidenced by such certificates for Common Shares registered in the names of the holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on August 18, 1998, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
(c) Certificates issued for Common Shares which certificates become outstanding after August 18, 1998 but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date upon shall be deemed to be certificates for Rights and shall have impressed on, printed on, written on or otherwise affixed to them the request following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Federal Signal Corporation and EquiServe Trust Company, N.A., dated as of July 9, 1998 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Federal Signal Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Federal Signal Corporation will mail to the holder of this certificate a copy of the holdersRights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights beneficially owned by Acquiring Persons or any Affiliates or Associates thereof (as such terms are defined in the Rights Agreement) may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone and registered holders of such Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby.
Appears in 1 contract
Issuance of Right Certificates. (a) 3.1. Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors prior to such time as any person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (ix) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); PROVIDED, HOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but prior to the earliest of the Distribution Date, the Company will prepare and executeRedemption Date or the Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between Lamonts Apparel, Inc. and the Norwest Bank Minnesota, N.A., as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of January 12, 1999 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateRights Agreement"), evidencing one Right for each Common Share so held. Following the Close terms of Business which are hereby incorporated herein by reference and a copy of which is on file at the Distribution Dateprincipal executive offices of Lamonts Apparel, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. Lamonts Apparel, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Corporation purchases or acquires any shares of Common Stock after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time Date but prior to the Expiration Distribution Date upon (or the request earlier of the holdersRedemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 1 contract
Issuance of Right Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit A (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) Until the close of business on the day which is the earlier of (ai) the tenth business day after the Shares Stock Acquisition Date or (bii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) of, or of the first public announcement of the intention intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any person becoming be the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, including shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rights offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will shall be evidenced by the certificates for Common Shares Stock registered in the names name of the holders thereof of Common Stock (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificates, certificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby and (iiy) the Rights Certificates will not each Right shall be transferable except as a part of only simultaneously and together with the transfer of certificates for a share of Common Shares, and until Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or or, if earlier, the earlier of the Redemption Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on Stock shall constitute the Record Datesurrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, with whether or without not accompanied by a copy of the Summary of Rights.
(c) Rights attached thereto, shall also constitute be issued in respect of all shares of Common Stock that become outstanding after the transfer Record Date but prior to the earlier of the Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company will prepare and executeExpiration Date or the Final Expiration Date and, the Rights Agent will countersignin certain circumstances provided in Section 22 hereof, and the Company will send or cause to may be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder issued in respect of shares of Common Shares as of the Close of Business on Stock that become outstanding after the Distribution Date. Certificates for Common Stock (including, at the address of such holder shown on the records of without limitation, certificates issued upon original issuance, disposition from the Company, a separate Right Certificate, in substantially 's treasury or transfer or exchange of Common Stock) after the form Record Date but prior to the earliest of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Expiration Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights will be evidenced solely (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Right Certificates.
Rights being on the terms provided under the Rights Agreement between Donnkenny, Inc. and ChaseMellon Shareholder Services, L.L.C. (b) The Company will make availablethe "Rights Agent"), dated as of April 2, 1998, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights it may be amended from time to time prior to (the Expiration Date upon "Rights Agreement"), the request terms of which are incorporated herein by reference and a copy of which is on file at the holders.principal executive offices of Donnkenny, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this
Appears in 1 contract
Sources: Rights Agreement (Donnkenny Inc)
Issuance of Right Certificates. (a) 3.1. Until the earlier of (aA) the tenth business day after the Shares Acquisition Date or (bB) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any entity holding Common Shares Person organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any entity holding Common Shares Person organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for at least five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (A) and (B), including any such date which is after the date of this Agreement and prior to before the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE"), (i) the Rights will be evidenced (subject to Section 3.2 hereof) by the certificates for shares of Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (ii) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated before the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "RIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
3.2. As promptly as practicable after the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the "SUMMARY OF RIGHTS"), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for shares of Common SharesStock outstanding as of the Record Date, and until the Distribution Date the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such shares of Common Stock.
3.3. Certificates for shares of Common Stock that become outstanding (including, without limitation, reacquired shares of Common Stock referred to in the Common Shares represented thereby. As soon as practicable last sentence of this Section 3.3) after the Record Date but before the earliest of the Distribution Date, the Company will prepare Redemption Date and executethe Final Expiration Date, the Rights Agent will countersignshall be deemed also to be certificates for Rights, and shall bear the Company will send or cause following legend: This certificate also evidences and entitles the holder hereof to be sent (certain rights as set forth in a Rights Agreement between Thoratec Corporation and the Computershare Trust Company, Inc., as Rights Agent willAgent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares dated as of May 2, 2002 (the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right CertificateAGREEMENT"), evidencing one Right for each Common Share so heldthe terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Thoratec Corporation. Following Under certain circumstances, as set forth in the Close of Business on the Distribution DateAgreement, the such Rights will be evidenced solely by separate certificates and will no longer be evidenced by this certificate. Thoratec Corporation will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Agreement, Rights issued to, or held by, any person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and certain related persons, whether currently held by or on behalf of such person or by any subsequent holder, may become null and void. With respect to certificates containing the foregoing legend, until the Distribution Date the Rights associated with the shares of Common Stock represented by such Right Certificates.
(b) The Company will make availablecertificates shall be evidenced by such certificates alone, as promptly as practicable following and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. If the Corporation purchases or acquires any shares of Common Stock after the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially Date but before the form of Exhibit B hereto, to any holder of Rights from time to time prior to Distribution Date (or the Expiration Date upon the request earlier of the holdersRedemption Date or the Final Expiration Date), any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Corporation shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Thoratec Corp)
Issuance of Right Certificates. (a) Until the earlier of (ai) the tenth business day after the Shares Acquisition Date or (bii) the Close of Business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Personof the Corporation) after the date of the commencement by any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or of any Subsidiary of the Company Corporation or any Person or entity holding Common Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person Person becoming an Acquiring Person (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights), the earlier of such dates being herein referred to as the "Distribution Date"), ," (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (iiy) the Rights right to receive Right Certificates will not be transferable except as a part of only in connection with the transfer of the underlying Common Shares (including a transfer to the Corporation); provided, however, that if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) As promptly as practicable following the Record Date, the Corporation will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Corporation. With respect to certificates for Common SharesShares outstanding as of the Record Date, and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with such Common Shares. As a result of the execution of this Agreement on August 26, 2002, each share of Common Stock outstanding as of September 5, 2002 shall, subject to the terms and conditions of this Agreement, also represent one Right and shall, subject to the terms and conditions of this Agreement, represent the right to purchase one one-thousandth of a Preferred Share.
(c) Certificates for Common Shares which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Mettler-Toledo International Inc. and Mellon Investor Se▇▇▇▇▇▇ ▇▇▇, ▇▇ Rights Agent, dated as of August 26, 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Mettler-Toledo International Inc. Under certain circumst▇▇▇▇▇, ▇▇ ▇▇▇ forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Mettler-Toledo International Inc. will mail to the holde▇ ▇▇ ▇▇▇▇ ▇▇▇▇ificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. As soon as practicable In the event that the Corporation purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, the Company will prepare and execute, the any Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of associated with such Common Shares as of shall be deemed canceled and retired so that the Close of Business on Corporation shall not be entitled to exercise any Rights associated with the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common Share so held. Following the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesShares which are no longer outstanding.
(b) The Company will make available, as promptly as practicable following the Record Date, a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit B hereto, to any holder of Rights from time to time prior to the Expiration Date upon the request of the holders.
Appears in 1 contract
Sources: Rights Agreement (Mettler Toledo International Inc/)
Issuance of Right Certificates. (a) Until the close of business on the earlier of (ai) the tenth business day Business Day after the Shares Stock Acquisition Date (or, if the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (bii) the tenth business day Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Entity) of, or of the first public announcement of the intention of any such Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Entity) to commence, a tender or exchange offer the consummation of which would result in any person Person (other than an Exempted Entity) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the Beneficial Owner case of Common Shares aggregating 30% or more of the then outstanding Common Sharesboth clause (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (ix) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (iiy) the Rights Certificates will not be transferable except as a part of only in connection with the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented therebyStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Share Stock so held. Following In the Close event that an adjustment in the number of Business on Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) The Company will make available, as As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred SharesStock, in substantially the form of Exhibit B heretoC hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to any each record holder of Common Stock and holder of Book Entry shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company as the address at which such holder has consented to receive notice. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights associated with such shares will be evidenced by the share certificate for such shares of Common Stock registered in the names of the holders thereof or the Book Entry shares, in each case together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock or Book Entry shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Book Entry shares.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Section 382 Rights Agreement between Conseco, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of January 20, 2009 as the same may be amended, supplemented or otherwise modified from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Conseco, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Conseco, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who is or becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable. With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Expiration Date upon Distribution Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the request Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Rights Agreement or the rights of any holder of the holdersRights.
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Issuance of Right Certificates. (a) Until the earlier earliest of (ai) the close of business on the tenth business day after the Shares Acquisition Date or Date, (bii) the tenth close of business day on the fifteenth Business Day (or such later date as may be determined by action of the Board of Directors may determine prior to such time as any person Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such plan, JMB, Bluh▇ ▇▇▇ their Affiliates, or Malkin and their Affiliates) of, or of the first public announcement of of, the intention of any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit plan of the Company or of any Affiliate or Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such plan, JMB, Bluh▇ ▇▇▇ their Affiliates, or Malkin and their Affiliates) to commence, a tender or exchange offer the consummation of which would result in any person Person becoming the Beneficial Owner of Common Shares aggregating 3015% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as the Board may determine prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person (other than JMB, Bluh▇ ▇▇▇ their affiliates, or Malkin and their affiliates) of, or the first public announcement of the intention of any Person (other than JMB, Bluh▇ ▇▇▇ their affiliates, or Malkin and their affiliates) to file, any application, request, submission or other document with any Federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Company to such Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights (Rights; the earlier earliest of such dates being herein referred to as the "Distribution Date"), (iA) the Rights will shall be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares or Unit Voting Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (iiB) the Rights Certificates will not shall be transferable except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, only in connection with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the underlying Common Shares represented therebyor Unit Voting Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will shall prepare and execute, the Rights Agent will shall countersign, and the Company will shall send or cause to be sent (and the Rights Agent willAgent, at the expense of the Company, shall, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares or Unit Voting Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a separate Right Certificate, in substantially the form of Exhibit A B hereto (a "Right Certificate"), evidencing one Right for each Common Share or Unit Voting Share so held. Following the Close As of Business on the Distribution Date, the Rights will shall be evidenced solely by such Right Certificates.
(b) The Company will make available, With respect to certificates for Common Shares or Unit Voting Shares outstanding as promptly as practicable following of the Record Date, a Summary until the Distribution Date, the Rights shall be evidenced by such certificates registered in the names of the holders thereof, and registered holders of Common Shares or Unit Voting Shares shall also be the registered holders of the associated Rights to Purchase Preferred Shares(regardless of whether such ownership is indicated on the Common Share or Unit Voting Share certificates). Until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the transfer of any certificate for Common Shares or Unit Voting Shares shall also constitute the transfer of the Rights associated with the Common Shares or Unit Voting Shares represented thereby.
(c) Rights shall be issued in substantially respect of all Common Shares or Unit Voting Shares which are issued (whether or not previously issued) after the form of Exhibit B hereto, to any holder of Rights from time to time Record Date but prior to the earlier of the Redemption Date or the Final Expiration Date. Certificates evidencing such Common Shares or Unit Voting Shares shall also be deemed to be certificates for Rights. Certificates evidencing both Common Shares or Unit Voting Shares and Rights in accordance with this Section 3 which are executed and delivered (whether or not the Common Shares or Unit Voting Shares evidenced thereby were previously issued or are presented for transfer) by the Company (including, without limitation, certificates representing reacquired Common Shares or Unit Voting Shares referred to in the last sentence of this Section 3(c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date upon shall have impressed on, printed on, written on or otherwise affixed to them a legend that by itself or together with prior legends is substantially to the request of the holders.following effect:
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