Issue of Right Certificates. (a) Until the tenth (10th) day after the Shares Acquisition Date (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entry, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense 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 (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 Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred. (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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. (c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Merger Agreement (Hospitality Distribution Inc), Rights Agreement (Cec Entertainment Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (including ii) the tenth Business Day (or such later date as may be determined by action of the Board prior to such time as any such date which is Person becomes an Acquiring Person) after the date that a tender or exchange offer is first published or sent or given within the meaning of this Agreement and prior to the issuance Rule 14d-2(a) of the Rights; General Rules and Regulations under the Exchange Act if, upon consummation thereof, the Person publishing, sending or giving such tender or exchange offer would become an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or (or, for book entryentry Common Shares , by notations of such shares in the respective accounts), and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing Shares; provided, however, that, if a tender or any provision exchange offer is terminated prior to the contrary in this Agreement notwithstandingoccurrence of a Distribution Date, a then no Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery such tender or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementexchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at documentation, in form and substance reasonably satisfactory to the expense of the CompanyRights Agent, send) by first-classovernight delivery service or registered or certified mail, insured, postage-prepaid mailpostage prepaid, to each record holder of Common Shares of the Company as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B C hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the within two (2) Business Day next followingDays. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the The Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of has prepared a Summary of Rights to Purchase Preferred Shares, in substantially the form of attached as Exhibit C D hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder a copy of Common Shares as which is available free of the Close of Business on the Record 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 charge from the Company. With respect to certificates or book entries for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such respective certificates or book entries registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date, if earlier), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry book entry 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.
(c) Certificates for Common Shares (or Book Entry Common Shares) which that become outstanding (including, without limitation, certificates for reacquired Common Shares referred to in the last sentence of this paragraph (c)) and certificates issued on the transfer of Common Shares) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form: form (provided, however, that certificates for Common Shares in existence on the date of this Agreement may bear the legend required by the Original Rights Agreement): This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Amended and Restated Rights Agreement between CEC EntertainmentH▇▇▇▇▇ Global, Inc. and Computershare Trust Company, N.A.Inc., dated as of January 15, 20142015, and as it such agreement 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 CEC EntertainmentH▇▇▇▇▇ Global, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentH▇▇▇▇▇ Global, 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 Under certain circumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired beneficially owned by, an Acquiring Person or Beneficially Owned by any Person Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) ), whether beneficially owned by such person or an Associate or Affiliate thereof (each as defined in the Agreement) any subsequent holder, shall become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Shares to include on each direct registration account statement with respect thereto issued prior to the earlier of the Distribution Date and the Redemption Date a notation to the effect that references to Common Shares also includes the associated Rights. To the extent that Common Shares of the Company are not represented therebyby certificates, references in this Agreement to certificates shall be deemed to refer to the notations in the accounts reflecting ownership of book entry shares. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Rights Agreement (Hudson Global, Inc.), Rights Agreement (Hudson Global, Inc.)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, 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 Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 or book entry, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense 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 (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 Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.the
(b) On the Record DateNovember 1, 1996 or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “"Summary of Rights”"), by first-first class, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)November 1, 1996, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record DateNovember 1, 1996, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof of the Common Stock 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.the
Appears in 2 contracts
Sources: Rights Agreement (Texas Industries Inc), Rights Agreement (Texas Industries Inc)
Issue of Right Certificates. (a) Until the close of business on the earlier of (i) the tenth (10th) day Business Day after the Shares Stock Acquisition Date (including any such date which is after the date of this Agreement and Declaration Date even if prior to the issuance Record Date), and (ii) the tenth Business Day (or such later day as may be determined by action of the Rights; Board of Directors of the “Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or the first public announcement of the intent of any Person (other than a Company Entity) to commence (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 becoming an Acquiring Person (the earlier of the dates referred to in clauses (i) and (ii) above being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed (other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance of Rights Certificates) to be Right CertificatesCertificates (as such term is hereinafter defined)) and not by separate Right Certificates or book entryCertificates, and (y) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection simultaneously and together with the transfer of the underlying shares of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, subject to Section 11(a)(iii) hereof, the Company will shall prepare and execute, execute and upon written request of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at the address of such holder shown on the records of the Companysuch records, a Right Certificateright certificate, substantially in substantially the form of Exhibit B A hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided hereinherein provided. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify Certificates and may be transferred only by the transfer of the Rights Agent in writing upon the occurrence Certificates as permitted hereby, separately and apart from any transfer of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on one 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 none more shares of the Distribution Date, the Redemption Date or the Final Expiration Date has occurredCommon Stock.
(b) On the Record Date, or as As soon as practicable thereafterafter the date of this Amended and Restated Agreement, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) mail a copy of a the Summary of Rights to Purchase Preferred Shares, Common Stock in substantially the form of attached hereto as Exhibit C hereto B (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at the address of such holder shown on the records of the Companysuch records. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record close of business on the date of this Amended and Restated Agreement or issued prior to the Distribution Date, until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with a copy (whether or not such certificates contain the legend contemplated by Section 3(c) of the Summary of 1989 Rights attached theretoAgreement). Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares Stock outstanding as of the Company outstanding close of business on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the shares of Common Shares of the Company Stock represented thereby. The Company will mail to any record holder of a Right (including, prior to the Distribution Date, a record holder of shares of Common Stock) a copy of this Rights Agreement, without charge, within ten Business Days of a written request therefor.
(c) Certificates Rights shall be issued in respect of all shares of Common Stock that become outstanding after the date of this Amended and Restated Agreement and prior to the earlier of the Distribution Date and the Expiration Date, and all certificates for shares of Common Shares (Stock issued or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in after the last sentence date of this paragraph (c)) after the Record Date Amended and Restated Agreement but prior to the earliest earlier of the Distribution Date and the Expiration Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. Southwestern Energy Company and Computershare First Chicago Trust Company, N.A.Company of New York, dated as of January 15May 5, 20141989, as amended by the Amended and Restated Rights Agreement dated as of April 12, 1999 and as it may be amended from time to time be further supplemented or amended pursuant to its terms (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 CEC Entertainment, Inc. Southwestern Energy Company. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. Southwestern Energy Company will mail to the registered holder of this certificate a copy of the Rights Agreement without charge within ten business days after receipt of a written request therefor. As set forth Under certain circumstances provided for in the Rights Agreement, Rights that are issued to, or were acquired or Beneficially Owned beneficially owned by any Person who is an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) any subsequent holder of such Rights shall become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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 Rightsvoid.
Appears in 2 contracts
Sources: Rights Agreement (Southwestern Energy Co), Rights Agreement (Southwestern Energy Co)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 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 after the date 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 becoming the Beneficial Owner of Common Shares of the Company aggregating 20% or more of the then outstanding Common Shares 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 being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between CEC EntertainmentW-H Energy Services, Inc. and Computershare Trust Company, N.A.Inc., dated as of January 15May 31, 20142002, as it may be amended from time to time (the “"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 CEC EntertainmentW-H Energy Services, 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. CEC EntertainmentW-H Energy Services, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Rights Agreement (W-H Energy Services Inc), Rights Agreement (W-H Energy Services Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, 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 Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form of attached as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mailC, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record 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 CompanyFinal Expiration Date. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, or issued subsequent to 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 a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for representing shares of Common Shares or the transfer Stock in respect of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Shares of the Company represented therebyStock.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainment▇▇▇▇▇▇ ENERGY, Inc. INC. and Computershare Trust Company, N.A.AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent"), dated as of January 15February 17, 2014, as it may be amended from time to time 2006 (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 CEC Entertainment▇▇▇▇▇▇ ENERGY, Inc. INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 2 contracts
Sources: Rights Agreement (Stroud Energy Inc), Rights Agreement (Stroud Energy Inc)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense a notification of the Company, upon the written request existence of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentRyan's Restaurant Group, Inc. and Computershare American Stock Transfer & Trust Company, N.A.as Rights Agent, dated as of January 15February 18, 20142005, as it may be amended and restated 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 CEC EntertainmentRyan's Restaurant Group, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentRyan's Restaurant Group, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Ryans Restaurant Group Inc), Shareholder Rights Agreement (Ryans Restaurant Group Inc)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors, with the concurrence of the Audit Committee, shall determine) after the date of the commencement of (within the meaning of Rule 14d-2 under the Exchange Act), a tender or exchange offer the consummation of which would result in any Person's becoming an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the “earlier of such dates referred to in clauses (i) and (ii) of this Section 3(a) being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Ordinary Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates for Ordinary Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares Ordinary Shares. The Board of Directors may defer the date set forth in clause (ii) of the Company. The foregoing preceding sentence to a specified later date or any provision to the contrary in this Agreement notwithstandingan unspecified later date, a Distribution Date shall not occur or each to be deemed to have occurred as a result determined by action of the approvalBoard of Directors, execution, delivery or performance with the concurrence of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementAudit Committee. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Ordinary Shares of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right for each Common Ordinary Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On At the Record Date, or as soon as practicable thereafterrequest of any holder of Ordinary Shares, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) cause to be sent a copy of a Summary of Rights to Purchase Preferred Ordinary Shares, in substantially the form of attached hereto as Exhibit C hereto B (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 (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. With respect to certificates for Common Ordinary Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Ordinary Shares registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. 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 Ordinary Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby.
(c) Certificates issued for Common Ordinary Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence certificates issued upon transfer or exchange of this paragraph (c)Ordinary Shares) 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, or written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Bonus Rights Agreement between CEC Entertainment, Inc. Lumenis Ltd. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time 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 CEC Entertainment, Inc. Lumenis Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. CEC Entertainment, Inc. Lumenis Ltd. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforthereof. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliate or Beneficially Owned by any Person Associate thereof (as such terms are defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Bonus Rights Agreement (Lumenis LTD), Bonus Rights Agreement (Lumenis LTD)
Issue of Right Certificates. (a) Until From the date hereof until the earliest of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date Date, (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding or (iii) the determination by the Board of Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the Company's expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B 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. 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(o) 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 be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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 Rightscertificate.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Brooktrout Technology Inc), Shareholder Rights Agreement (Brooktrout Technology Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) calendar day after the Shares Acquisition Date (including or, if the tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any such date which is Person becomes an Acquiring Person) after the date of this Agreement and prior the commencement of, or first public announcement of the 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 Person organized, appointed or established by the Company or any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the issuance terms of such plan) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (the earlier of the Rights; dates in subsections (i) and (ii) hereof being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced represented (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, and upon written request of at the Company's expense, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing representing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced repre- sented by such certificates for Common Stock, and the registered in the names holders of the Common Stock shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate of the certificates for Common Shares or the transfer of any Book Entry Common Shares of the Company Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate.
(c) Certificates for Rights shall be issued in respect of all shares of Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date (as such term is defined in Section 7), or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such shares of Common Stock shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences represents and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC EntertainmentTriNet Corporate Realty Trust, Inc. and Computershare ▇▇▇▇▇▇ Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time and Savings Bank (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 CEC EntertainmentTriNet Corporate Realty Trust, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced represented by separate certificates and will no longer be evidenced represented by this certificate. CEC EntertainmentTriNet Corporate Realty Trust, Inc. will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge within five Business Days after receipt of a written request therefor. As Under certain circumstances set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferablevoid. With respect After the due execution of any supplement or amendment to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share this Agreement in accordance with applicable law. With respect the terms hereof, the reference to such certificates containing the foregoing legend, or any notice containing this Agreement in the foregoing legend delivered to holders of Book Entry Common Share, until shall mean the earliest of Agreement as so supplemented or amended. Until the Distribution Date, the Rights associated with the Common Shares of Stock represented by certificates containing the Company foregoing legend shall be represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate. In the event that the Company purchases or acquires ac- quires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission of a foregoing legend on any such Common Stock certificate or any other defect therein shall not affect in any manner whatsoever the enforceability of any part of this Rights Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.
Appears in 2 contracts
Sources: Rights Agreement (Trinet Corporate Realty Trust Inc), Rights Agreement (Trinet Corporate Realty Trust Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after following the Shares Stock Acquisition Date or (ii) such date, if any, as the Board of Directors of the Company may determine following the commencement by any Non-Company Person of, or of the first public announcement of the intention of any Non-Company Person to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person, including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; , (the “earlier of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entry, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. Shares.
(b) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(bc) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 mailhereto, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record 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 CompanyExpiration Date. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates and the registered in the names holders of the Common Shares shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. 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 or the transfer in respect of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such Common Shares of the Company represented therebyShares.
(cd) Certificates for Rights shall be issued in respect of all Common Shares which are issued (whether originally issued or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such Common Shares shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement by and between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time Covansys Corporation (the “"Company") 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. 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. As Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by rights issued to any Person (as defined in the Agreement) person who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) rights agreement), including such rights held by a subsequent holder, may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Rights Agreement (Covansys Corp), Rights Agreement (Covansys Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer to acquire Corporation Securities 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, or any entity holding 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 employee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer to acquire Corporation Securities would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of the dates referred to in clauses (i) or (ii), the “Distribution Date”)) without giving effect to restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof of the Common Stock, or by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of such a certificate (an “Ownership Statement”) (which certificates for Common Stock or Ownership Statements shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstandingStock, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementmore fully set forth below. As soon as practicable after the Company has (A) notified the Rights Agent in writing of the occurrence of the Distribution Date, (B) provided the Rights Agent with written instructions, and (C) provided or caused the Rights Agent to be provided with all other information (including mailing information) which the Rights Agent may reasonably request, the Company will shall prepare and execute, and upon written request of the Company, the Rights Agent will countersignshall countersign and send, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the “Right Certificate”), evidencing one Right for each share of Common Share 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. The Company shall promptly notify Until the Rights Agent in writing upon the occurrence receives written notice of the Distribution Date, Date from the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights AgentCompany, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On In connection with the Record Date, or as soon as practicable thereafteradoption of the Original Section 382 Rights Agreement, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) sent a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), Stock by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Time, at the address of such holder shown on the records of the Company. With respect to certificates or Ownership Statements for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate.
(c) Certificates or Ownership Statements for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate [certificate] [statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Section 382 Rights Agreement between CEC EntertainmentReinsurance Group of America, Inc. Incorporated (the “Company”) and Computershare Trust CompanyMellon Investor Services LLC (or any successor thereto), N.A., dated as of January 15, 2014Rights Agent, as it may be amended from time to time be supplemented or amended (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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this [certificate] [statement]. CEC Entertainment, Inc. The Company will mail to the holder of this certificate [certificate] [statement] a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired or Beneficially Owned held by any Person Acquiring Persons (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates or Ownership Statements containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution DateRights), the Rights associated with the Common Shares of the Company Stock represented by such certificates or Ownership Statements shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) Statements alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry shares of Common Share Stock represented by such Ownership Statements, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates or Ownership Statements. In the event that the Company purchases or acquires any Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer 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.
Appears in 2 contracts
Sources: Section 382 Rights Agreement (Reinsurance Group of America Inc), Section 382 Rights Agreement (Reinsurance Group of America Inc)
Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date Date, or (ii) the Close of Business on the tenth (10th) Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earliest of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the Company’s expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B A hereto (a the “Right CertificateCertificates”), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in Stock of the last sentence of this paragraph (c)) Company issued after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Date, Exchange Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed onand shall bear a legend, written on or otherwise affixed to them a legend substantially in substantially the following formform set forth below: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentWashington Trust Bancorp, Inc. and Computershare American Stock Transfer & Trust CompanyCompany (or any successor thereto), N.A.as Rights Agent, dated as of January 15August 17, 20142006, as it may be amended 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 executive offices of CEC EntertainmentWashington Trust Bancorp, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentWashington Trust Bancorp, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Washington Trust Bancorp, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired or Beneficially Owned held by any Person Acquiring Persons (as defined in the Rights Agreement) who becomes an Acquiring Person or any Affiliates or Associates thereof (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) ), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and non-transferable. With respect so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to any Book Entry Common Shares the issuance to such holder, or the exercise by such holder, of the Company, Rights in such legend jurisdiction shall not have been obtained or be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawobtainable. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates until the earliest of the Distribution Date, Redemption Date, Exchange Date or such Book Entry Common Shares (including any Ownership Statement) aloneFinal Expiration Date, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share of such certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission foregoing legend on any certificate representing Common Stock of a legend the Company or any defect therein shall not affect in any manner whatsoever the enforceability of any part of this Rights Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Washington Trust Bancorp Inc), Shareholder Rights Agreement (Washington Trust Bancorp Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date 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 becomes an Acquir- ing Person) after the date of the commencement by any Person -5- (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 pursu- ant 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 15% 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”"), (x) the Rights will be evidenced (subject to the provisions of Section Sec- tion 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection con- nection with the transfer of Common Shares Shares. The Company will give the Rights Agent prompt written notice of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementDate. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyin writing, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
-6- (b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Rights Agreement (Westvaco Corp), Rights Agreement (Westvaco Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors of the Company shall determine prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person (including in either case 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”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Shares of the Company (or by Book Entry 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 or (or, for shares participating in the direct registration system, by notations in the respective book entryentry accounts for the Common Stock), and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right for each Common Share of the Company so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of make available a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of Exhibit C B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record any holder of Common Shares as Rights who may so request from time to time prior to the earlier of the Close of Business on Final Expiration Date or the Record 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 CompanyRedemption Date. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered for the Common Shares of the Company (or, in the names case of shares reflected on the direct registration system, the notations in the book entry account) and the registered holders of Common Sharers of the Company shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry Common Shares) which of the Company that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (cSection 3(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 a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an the Rights Agreement between CEC EntertainmentAgFeed Industries, Inc. and Computershare Trust CompanyBroadridge Corporate Issuer Solutions, N.A.Inc., dated as of January 15August 10, 20142012, as it may be amended from time to time (the “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 CEC EntertainmentAgFeed Industries, 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. CEC EntertainmentAgFeed Industries, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby. Similarly, during such time periods, transfers of shares participating in the direct registration system shall also be deemed to be transfers of the associated Rights. In the case of any shares participating in the direct registration system, the Company shall cause the transfer agent for the Common Shares of the Company to include on each direct registration account statement with respect thereto issued prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date a notation to the effect that references to Common Shares of the Company also includes the associated Rights. To the extent that Common Shares 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. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Rights Agreement (AgFeed Industries, Inc.), Rights Agreement (AgFeed Industries, Inc.)
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence (which intention to commence remains in effect for three Business Days after such announcement) a tender or exchange offer, the consummation of which would result in any Person becoming an Acquiring Person (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; ) (the “earlier of (i) and (ii) being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of shares of Common Shares Stock. The Company shall give the Rights Agent written notice of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementpromptly as practicable thereafter. As soon as practicable after the Distribution Date, Date and receipt of written notice of the Company will prepare and execute, and upon written request of Distribution Date from the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense of the Company, send) send by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares of the Company Stock as of the Close of Business on the Distribution Date, or, with respect to shares of Common Stock so issued on or after the Distribution Date (other than any Acquiring Person or any Associate or Affiliate unless otherwise provided with respect thereto as aforesaid), to the record holder of an Acquiring Person)such shares of Common Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)B, evidencing one Right for each share of Common Share Stock so held, subject to adjustment adjustments 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(i) 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 Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form of attached hereto as Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record holder of shares of Common Shares Stock as of the Close Opening of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Opening of Business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for shares of Common Stock 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 Distribution Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Shares or Stock outstanding on the transfer Opening of any Book Entry Common Shares of the Company outstanding Business 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 Shares of the Company Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or delivered from the Company's treasury) after the Opening of Business on the Record Date but prior to the earlier of the Distribution Date, the Redemption Date, the Exchange Date or the Final Expiration Date; provided, however, that Rights may be issued with respect to shares of Common Stock that become outstanding after the Distribution Date and prior to the earlier of the Redemption Date, the Exchange Date and the Final Expiration Date in accordance with Section 22 of this Agreement. Certificates for shares of Common Shares (Stock issued after the Opening of Business on the Record Date but prior to the earlier of the Distribution Date or Book Entry Common Shares) which become outstanding the Final Expiration Date (including, without limitation, reacquired shares of Common Shares 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 shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC EntertainmentTII Industries, Inc. (the "Company") and Computershare ▇▇▇▇▇▇ Trust Companyand Savings Bank, N.A.as Rights Agent, dated as of January May 15, 2014, as it may be amended from time to time 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are beneficially owned by Acquiring Persons or were acquired Associates or Beneficially Owned by any Person Affiliates of Acquiring Persons (as such terms are defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing bearing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the shares of Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, with or without the foregoing legend, and registered holders of shares of Common Stock shall also be the surrender for transfer registered holders of any such certificate or the associated Rights, and the transfer of any Book Entry Common Share of such certificates, with or without the foregoing legend, shall also constitute the transfer of the Rights associated with the shares of Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares Stock after the Opening of the Company after Business on the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer 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.
Appears in 2 contracts
Sources: Rights Agreement (Tii Industries Inc), Rights Agreement (Tii Industries Inc)
Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the Company's expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B 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. 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(o) 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 be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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 Rightscertificate.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Fairmarket Inc), Shareholder Rights Agreement (Fairmarket Inc)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense a notification of the Company, upon the written request existence of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentDelta Woodside Industries, Inc. and Computershare Trust CompanyFirst Union National Bank, N.A.as Rights Agent, dated as of January 15December 10, 2014, as it may be amended from time to time 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 CEC EntertainmentDelta Woodside Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentDelta Woodside Industries, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Delta Woodside Industries Inc /Sc/), Shareholder Rights Agreement (Delta Woodside Industries Inc /Sc/)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) day after the close of business on the Shares Acquisition Date or (ii) the close of business on 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 Person) after the date of the commencement of, or of the first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in any Person (other than any Exempt Person) becoming the Beneficial Owner of Common Shares of the Company aggregating 15% or more of the then outstanding Common Shares (including in either case any such date which is after the date of this Agreement and prior to the issuance Payment Date; the earlier of the Rights; such dates being herein referred to as the “Distribution Date”; provided, however, that if the Shares Acquisition Date or tenth Business Day, as the case may be, after the pertinent date occurs before the Record Date, “Distribution Date” shall mean the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the The Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of has prepared a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of Exhibit C B attached hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder a copy of Common Shares as which is available free of the Close of Business on the Record 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 charge upon written request from the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 a copy of the Summary of Rights attached theretothereof. 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, certificates for reacquired Common Shares referred to in the last sentence of this paragraph (c)Section 3(c) and certificates issued on the transfer of Common Shares) 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 a legend in substantially the following form: form below (provided, however, that certificates of Common Shares in existence on the Record Date may bear the legend required by that certain Rights Agreement, dated as of May 26, 1998 (the “1998 Rights Agreement”), between the Company and the Rights Agent (as successor to Firstar Trust Company), and all references to the 1998 Rights Agreement shall be deemed to be references to this Agreement). “This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC EntertainmentBadger Meter, Inc. and Computershare American Stock Transfer & Trust Company, N.A., dated as of January February 15, 20142008, and as it such agreement 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 CEC EntertainmentBadger Meter, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentBadger Meter, 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 Under certain circumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired held by, an Acquiring Person or Beneficially Owned by any Person Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) who becomes an Acquiring ), whether held by such Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) any subsequent holder, shall become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. void.” With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 2 contracts
Sources: Rights Agreement (Badger Meter Inc), Rights Agreement (Badger Meter Inc)
Issue of Right Certificates. 3.1 Until the earlier of (ai) Until the Close of Business on the tenth (10th) day Business Day after the Shares Stock Acquisition Date or, in the event the Board of Directors determines on or before the tenth (10th) Business Day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24.6 that a later date is advisable, then the later date determined by the Board or (ii) the Close of Business on the tenth (10th) Business Day (or a later date as may be determined by action of the Board of Directors prior to any Person becoming an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2(a) under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, an Exempt Person, any employee benefit plan of the Company, any Subsidiary of the Company or of the Advisor, or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of Common Stock for or pursuant to the terms of any such benefit plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company, any Subsidiary of the Company or the Advisor) of, or of the first public announcement of the intention of any Person (other than any of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer (which intention to commence remains in effect for five (5) Business Days after announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earliest date being herein referred to as the “Distribution Date”,” provided, however, that the Distribution Date shall in no event be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence of the Distribution Date until the Board of Directors determines based on the advice of counsel that the exercise or exercisability of the Right would not result in the Company failing to qualify as a REIT), (x) the Class A Rights will be evidenced represented (subject to the provisions of Section 3(b) hereof3.2) by the certificates for shares of Class A Common Shares of the Company Stock (or by Book Entry shares of Class A Common Shares of the CompanyStock) 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, (y) the Class B Rights will be represented (subject to the provisions of Section 3.2) by the certificates for shares of Class B Common Stock (or book entryby Book Entry shares of Class B 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 (yz) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. Any conversion of the Company. The foregoing or any provision a share of Class B Common Stock into a share of Class A Common Stock pursuant to the contrary in this Agreement notwithstanding, a Charter after the Record Date and before the Distribution Date shall cause the attached Class B Right to be cancelled and retired so that the holder shall not occur or be deemed entitled to have occurred as exercise any Class B Rights associated with the Class B Common Stock and a result Class A Right will be issued for the newly issued share of Class A Common Stock. On the Distribution Date, any and all outstanding shares of Class B Common Stock shall, automatically and without any action on the part of the approvalholder thereof, execution, delivery or performance convert into an equal number of the Merger Agreement or the announcement or consummation shares of the transactions contemplated thereby, in each case Class A Common Stock in accordance with, pursuant with the Charter and each Class B Right attached to each share of Class B Common Stock shall be cancelled and upon retired so that the terms holder shall not be entitled to exercise any Class B Rights associated with the Class B Common Stock and conditions of the Merger Agreementa Class A Right will be issued for each newly issued Class A Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written and, at the 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 so requested and provided with all necessary information and documents documents, will, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Class A Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), after taking into effect the conversion of Class B Common Stock into Class A Common Stock, at the address of such each record holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing representing one Class A Right for each share of Class A Common Share Stock so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of physical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the related Rights. In the event that an adjustment in the number of Class A Rights per share of Class A Common Stock has been made pursuant to Section 11.9 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) so that Rights Certificates representing only whole numbers of Class A 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 represented solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such the written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On 3.2 After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will send (directlydirectly or, or at the expense of the Company, upon through the written request of Rights Agent or its transfer agent if the Rights Agent or transfer agent is so directed by the Company and after providing provided with all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) make available a copy of a the 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 any Rights holder of Common Shares as of the Close of Business on the Record 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 Companywho so requests. With respect to certificates for representing shares of Common Shares of the Company Stock (or Book Entry shares of Common Shares of the Company Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced represented by these certificates (or such certificates Book Entry shares of Common Stock) registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or if earlier, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for representing shares of Common Shares Stock (or the transfer of any Book Entry Common Shares of the Company Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the shares of Common Shares Stock represented thereby. With respect to Book Entry shares of Common Stock outstanding as of the Company Record Date, until the Distribution Date, the Rights shall be represented therebyby the balances indicated in the Book Entry account system of the transfer agent for Common Stock.
(c) Certificates 3.3 If certificates for shares of Common Shares (or Book Entry Common Shares) which become outstanding Stock are issued (including, without limitation, reacquired shares of Common Shares referred to Stock acquired by the Company as noted in the last sentence of this paragraph (c)Section 3.3) 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 Date, these certificates shall have impressed on, printed on, written on or otherwise affixed to them them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially the following form: This certificate also evidences represents and entitles the holder hereof to certain rights Rights as set forth in an Amended and Restated Rights Agreement between CEC EntertainmentNew York City REIT, Inc. and Computershare Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of January 15August 17, 20142020, as it may be amended from time to time be amended or supplemented pursuant to its terms (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 CEC EntertainmentNew York City REIT, Inc. Under certain circumstances, as set forth in the Rights Agreement, such the Rights (as defined in the Agreement) will be evidenced represented by separate certificates and will no longer be evidenced represented by this certificate. CEC EntertainmentNew York City REIT, 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 Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Rights Agreement) thereof, among others, become null and void and non-will no longer be transferable. With respect to any Book Entry shares of Common Shares of Stock, the Company, such foregoing legend shall be included in the Ownership Statement in respect of such the Common Share Stock or in a notice to the record holder of such Common Share these shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any Ownership Statement or notice containing the foregoing legend delivered to holders of Book Entry shares of Common ShareStock, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such the certificates or Book Entry shares of Common Stock shall be evidenced represented by such the certificates or such Book Entry shares of Common Shares Stock (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry shares of Common Share Stock shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented thereby. In the event that If the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such these shares of Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer outstanding. Notwithstanding this Section 3(c)3.3, neither the omission of a legend nor the failure to deliver the notice of legend required hereby shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
3.4 Prior to the Distribution Date, holders (other than the Company) (“Unitholders”) of partnership units of the Operating Partnership designated as “Class A Units” (“Partnership Units”) shall not be deemed as holding any Rights solely by reason of the Unitholders holding any Partnership Unit. On the Distribution Date, proper provision shall be made by the Company in order to provide each Unitholder with the number of Class A Rights, represented by Right Certificates, as would be issued to the applicable Unitholder as if (i) the Unitholder had exercised its Partnership Unit Redemption Rights with respect to all Partnership Units held by the Unitholder immediately prior to the Distribution Date and (ii) the Company had elected to satisfy the Partnership Unit Redemption Rights by paying the Unitholder the Share Consideration (rather than the Cash Consideration) (applying a Conversion Factor unaffected by the issuance, exercise or exchange of any Rights) immediately prior to the Distribution Date pursuant to the terms and conditions of the Partnership Agreement. Each Unitholder shall thereafter have all of the rights, privileges, benefits and obligations with respect to the Class A Rights as are provided for herein with respect to holders of Class A Common Stock.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Shares date on which the Stock Acquisition Time occurs, or (ii) the tenth 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 Company prior to such time as any Person becomes an Acquiring Person) after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the Company which, together with the shares of such stock already owned by such Person, constitutes 10% or more of the outstanding Common Stock 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 (i) and (ii) being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof of 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 Certificates or book entryCertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and executesend, and upon 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 requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided hereinand to the provisions of Section 14(a) hereof. As of the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”)C, by first-class, postage-prepaid mail, to each record holder of its Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares Stock of the Company outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock and the registered in the names holder of the holders thereof together with a copy Common Stock shall also be the registered holder of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares Stock 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.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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 Rightscertificate.
Appears in 1 contract
Sources: Rights Agreement (Metlife Inc)
Issue of Right Certificates. (a) Until Un- til the earlier of (i) the tenth (10th) day after the Shares Acquisition Acqui- sition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or the announcement of an intention to commence, 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, any entity holding Common Shares of the Company for or pursuant to the terms of any such plan, or the Founda- tions), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 10% or more of the then outstanding Common Shares of the Company (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the “earlier of such dates being the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered regis- tered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Distribu- tion Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each Common Com- mon Share so held, subject to adjustment as provided hereinheld (a "Right Certificate"). As of the Distribution Distri- bution 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As soon as reasonably practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced evi- denced 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 ear- lier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 Expira- tion Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement a Rights Agree- ment between CEC Entertainment, Inc. Tribune Company and Computershare First Chicago Trust Company, N.A.Company of New York, dated as of January 15December 12, 2014, as it may be amended from time to time 1997 (the “"Rights Agreement”"), the terms of which are hereby incorporated in- corporated herein by reference and a copy of which is on file at the principal executive offices of CEC Entertainment, Inc. Tribune Com- pany. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. Tribune Company will mail to the holder of this certificate certifi- cate a copy of the Rights Agreement without charge after receipt of a written request therefor. As Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Sources: Rights Agreement (Tribune Co)
Issue of Right Certificates. (a) Until From June 2, 1986 until the tenth date of this Agreement, Rights outstanding under the Initial Agreement and the First Amended Agreement have been evidenced (10thsubject to the provisions of paragraph (b) day after of this Section 3) by the Certificates for outstanding Common Shares Acquisition Date (including any such date which is of the Company and not by separate Right Certificates, and the right to receive Right Certificates under the Initial Agreement and the First Amended Agreement has been transferable only in connection with the transfer of Common Shares of the Company. From and after the date of this Agreement and prior to until the issuance of the Rights; the “Distribution Date”), (xi) the outstanding Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for outstanding Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. .
(b) The Company has previously sent to the holder of Common Shares of the Company a copy of the Summary of Rights described in the Initial Agreement in accordance with the terms of the Initial Agreement, and has otherwise fully complied through the date of this Agreement with the provisions of Section 3 of the Initial Agreement and the First Amended Agreement. With respect to Common Shares of the Company outstanding on the date of this Agreement, the certificates evidencing such Common Shares shall, together with copies of such Summary of Rights, thereafter also evidence the outstanding Rights (as such Rights have been or shall promptly notify be amended and supplemented) previously distributed with respect thereto until the Rights Agent in writing upon the occurrence earlier of the Distribution Date, Date or the Redemption date of surrender thereof to the Company's transfer agent for registration or transfer of such Common Shares. Until the Distribution Date and/or the Final Expiration Date and(or, if such notification is given orally, the Company 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 none of the Distribution Dateearlier, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter), the Company will send (directly, surrender for registration of transfer or at the expense exchange of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent any certificate for the Common Shares) 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names Close 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 or the transfer of any Book Entry Common Shares of the Company outstanding Business on the Record Datedate of this Agreement, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights associated with the Common Shares of the Company represented thereby.
(c) The Company has, prior to the date of this Agreement, complied with the provisions of section 3(c) of the Initial Agreement and the First Amended Agreement. The Company agrees that, at any time after the date of this Agreement and prior to the Distribution Date at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the holder of such Common Shares one Right for each such Common Share, which Right shall be subject to the terms and provisions of this Agreement and will evidence the right to purchase the same number of one one-hundredths of a Preferred Share at the same Purchase Price as the Rights then outstanding.
(d) Certificates for Common Shares (of the Company issued after June 2, 1986 and prior to the date of this Agreement, whether upon registration of transfer or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired exchange of such Common Shares referred or upon original issue or out of treasury, have had impressed on, printed on, written on or otherwise affixed to in them the last sentence legend required by subsection 3(d) of the Initial Agreement and the First Amended Agreement. Certificates for Common Shares of the Company issued after the date of this paragraph (c)) after the Record Date Rights Agreement but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date Date, whether upon registration of transfer or exchange of such Common Shares outstanding on the date of this Agreement or upon original issue or out of treasury thereafter, shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Second Amended and Restated Rights Agreement between CEC EntertainmentHalliburton Company and Chemical Mellon Shareholder Services, Inc. and Computershare Trust Company, N.A.L.L.C., dated as of January December 15, 2014, as it may be amended from time to time 1995 (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 CEC Entertainment, Inc. Halliburton Company. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. Halliburton Company 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 described in the Rights Agreement, Rights that are issued to or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) shall, under certain circumstances, become null and void and non-transferablevoid. With respect to any Book Entry Common Shares certificates containing the legend required by subsection 3(d) of the CompanyInitial Agreement, such legend shall be included in the Ownership Statement in respect of such Common Share First Amended Agreement or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the outstanding Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate for registration of transfer or exchange of the transfer of any Book Entry Common Share Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights have been or shall be amended and supplemented) associated with the Common Shares of the Company represented thereby. In the event that .
(e) If the Company purchases or acquires any of its Common Shares of the Company after the Record Date date hereof but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled 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. 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.
Appears in 1 contract
Sources: Rights Agreement (Halliburton Co)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day Business Day after the Shares Acquisition Date 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person, together with its Affiliates and Associates, (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares for or pursuant to the terms of any such plan) of 20% or more of the Common Shares then outstanding (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the “earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof of the Common Shares (which certificates for the Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 Common Shares of the Company as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Effective Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of attached hereto as Exhibit C hereto B (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Effective Date, at the address of such the record holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Effective Date, until the Distribution Date, the Rights will be evidenced by such the certificates for Common Shares registered in the names of the holders thereof (together with a copy of the Summary of Rights attached theretoRights). 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 or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Effective 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.
(c) Certificates for Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) issued after the Record Effective Date but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC EntertainmentThe ▇▇▇▇▇▇ Group, Inc. and Computershare Trust CompanyChaseMellon Shareholder Services, N.A.L.L.C., dated as of January 15October __, 20141996, 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 CEC EntertainmentThe ▇▇▇▇▇▇ Group, Inc. Inc.. Under certain circumstances, as set forth in the Rights Agreement, such the Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentThe ▇▇▇▇▇▇ Group, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the Agreement, Rights that are owned by or were acquired or Beneficially Owned by transferred to any Person (as defined in the Agreement) person who becomes an Acquiring Person or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or an Associate or Affiliate and certain transferees thereof (each as defined in the Agreement) will become null and void and non-will no longer be transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented therebyby such certificate. In the event that the Company purchases or otherwise acquires any Common Shares of the Company after the Record Effective Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled 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. Notwithstanding this Section 3(cparagraph (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.
Appears in 1 contract
Sources: Rights Agreement (Ryland Group Inc)
Issue of Right Certificates. (a) Until the tenth earlier of the Close of Business on (10thi) day after the Shares Acquisition Date 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 becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) 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 (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (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”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequired information, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each Common Share so held, subject to the adjustment as provided hereinprovisions of Section 11 of this Rights Agreement. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, directly or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent (provided the Rights Agent has been provided with all required information) or the Company’s transfer agent for the Common Sharesagent) 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(c) Certificates for Common Shares (or Book Entry 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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC EntertainmentAeroGen, Inc. (the "Company") and Computershare Trust Company, N.A.Mellon Investor Services LLC as Rights Agent (the "Rights Agent"), dated as of January 15June 5, 20142001, 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. 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. As set forth described in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person who becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) who becomes an Acquiring and certain related persons, whether currently held by or on behalf of such Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) by any subsequent holder, shall become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or, if earlier, the earlier of the Distribution Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled 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. 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.
Appears in 1 contract
Sources: Rights Agreement (Aerogen Inc)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) day after the Shares Acquisition Date 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 becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) 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 (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (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”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares of the CompanyShares. The foregoing or any provision Company must promptly notify the Rights Agent and request its transfer agent to the contrary in this Agreement notwithstanding, provide a Distribution Date shall not occur or be deemed to have occurred as a result list of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementstockholders. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.shown
Appears in 1 contract
Sources: Rights Agreement (Pacificare Health Systems Inc /De/)
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Acquisition Date or (including ii) at such time as the Company's Board of Directors may designate after the date that 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 General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the Common Shares then outstanding (including, in the case of both (i) and (ii), any date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the “earlier of (i) and (ii) being herein referred to as the "Distribution Date”)", (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of (including transfers to the Company. The foregoing or any provision ); provided, however, that if a tender offer is terminated prior to the contrary in this Agreement notwithstandingoccurrence of a Distribution Date, a then no Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementsuch tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense 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 (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 Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (other than any Acquiring Person Distribution Date, or, with respect to Common Shares so issued on or any Associate or Affiliate after the Distribution Date, to the record holder of an Acquiring Person)such Common Shares on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, substantially in the form of Exhibit B, evidencing one Right for each Common Share so held, subject --------- to adjustments as provided herein. With respect to certificates for Common Shares As of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until and after the Distribution Date, the Rights will be evidenced solely 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 or the transfer of any Book Entry 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 therebyRight Certificates.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth (10th) day after the Shares Acquisition Date (including any such date which is after From the date of this Agreement and prior to hereof until the issuance of the Rights; the “Distribution Date”), (xi) the Rights will be evidenced (subject to the provisions of Section 3(b3(d) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, or, in the case of Common Stock held in uncertificated form, by the transaction statement or other record of ownership of such Common Stock, and not by separate Right Certificates or book entryCertificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, and upon written request of the Company, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents documents, at the expense of the CompanyCorporation’s expense, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation or the transfer agent or registrar for the Common Stock, a Right Certificateright certificate, in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right (subject to adjustment) for each share of Common Share 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 CertificatesCertificates and the Rights shall be transferable only separately from the transfer of Common Stock; provided, however, that notwithstanding anything to the contrary herein, the Corporation may choose to use book entry in lieu of physical certificates, in which case “Rights Certificate” shall be deemed to mean the uncertificated book entry representing the related Right. The Company shall Corporation will, as promptly as practicable, notify the Rights Agent in writing upon of the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company Corporation shall confirm the 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 none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate, Affiliate or any other Person Acting Jointly or in Concert with such Person thereof, whose Rights will be null and void; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate, Affiliate or any other Person Acting Jointly or in Concert with such Person thereof or to any Post Transferee or Prior Transferee whose Rights would be null and void pursuant to Section 7(e). Where a Right Certificate is delivered to the Rights Agent for transfer to an Acquiring Person or an Associate, Affiliate or Person Acting Jointly or in Concert with such Person thereof, and the Rights Agent has received written notice from the Corporation that the transferee is an Acquiring Person or an Associate, Affiliate or Person Acting Jointly or in Concert with such Person thereof, such Right Certificate shall be canceled. The Rights Agent shall have no liability for canceling Right Certificates so delivered for transfer.
(c) For purposes of the foregoing, the “Distribution Date” shall be the earlier of (i) the Close of Business on the tenth (10th) Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) Business Day (or such later date as may be determined by the Board in its sole discretion) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any entity holding Common Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any such Person to commence, a tender or exchange offer, the consummation of which would result in any Person becoming the Beneficial Owner of Common Stock of the Corporation aggregating fifteen percent (15%) or more of the then outstanding Common Stock (including any such date that is after the date of this Agreement and prior to the issuance of the Rights).
(d) On the Record Date, or as soon as practicable thereafter, the Company Corporation will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesCommon Stock, in substantially the form of Exhibit C B hereto (the “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 Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation or the transfer agent or registrar for the Common Stock. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, (i) in the case of certificated shares, (A) the Rights will shall 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 and (or the earlier of the Redemption Date or the Final Expiration Date), B) the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Datesuch certificate, with or even without a copy of the Summary of Rights attached thereto, shall will also constitute the transfer of the Rights associated with the Common Shares Stock represented thereby, and (ii) in the case of Common Stock held in uncertificated form, (A) the Rights associated with the Common Stock shall be evidenced by the balances indicated in the book-entry account system of the Company represented therebytransfer agent for such Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights and (B) the transfer of any shares of Common Stock in the book-entry account system of the transfer agent for such Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock.
(ce) Certificates for In the case of certificated shares of Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date (including upon transfer or exchange of outstanding shares of Common Stock) but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date Date, the Corporation shall have impressed on, printed on, written on or otherwise affixed cause them to them bear a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between CEC EntertainmentTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. and Computershare Trust CompanyINC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, N.A.LLC, dated as of January 15AS RIGHTS AGENT, 2014DATED AS OF APRIL 14, as it may be amended from time to time 2020, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, (the THE “AgreementRIGHTS 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF SHALL BECOME NULL AND VOID AND NONTRANSFERABLE. Notwithstanding this Section 3(e), neither the terms omission of which are hereby incorporated herein by a legend nor the inclusion of a legend that makes reference and to a copy rights agreement other than the Agreement shall affect the enforceability of which is on file at any part of this Agreement or the principal executive offices rights of CEC Entertainment, Inc. Under certain circumstances, as set forth in the Agreement, such any holder of Rights (so long as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainmentrights, Inc. will mail to the holder of this certificate a copy duties or responsibilities of the Agreement without charge Rights Agent are not affected).
(f) In the case of shares of Common Stock held in uncertificated form after receipt of a written request therefor. As set forth in the AgreementRecord Date, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in Corporation shall cause the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null confirmation and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered account statements sent to holders of Book Entry Common Share, until Stock in book-entry form (including upon transfer or exchange of outstanding Common Stock) prior to the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate Redemption Date or the transfer of any Book Entry Common Share shall also constitute Final Expiration Date to bear a legend in substantially the transfer of the Rights associated with the Common Shares of the Company represented therebyfollowing form: EACH SHARE OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution DateENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, any Rights associated with such Common Shares of the Company 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 outstandingINC. AND AMERICAN STOCK TRANSFER & TRUST, LLC, AS RIGHTS AGENT, DATED AS OF APRIL 14, 2020, 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, 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 SHARES TO WHICH THIS STATEMENT RELATES. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC. WILL MAIL TO THE HOLDER OF SHARES TO WHICH THIS STATEMENT RELATES A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF SHALL BECOME NULL AND VOID AND NONTRANSFERABLE. Notwithstanding this Section 3(c3(f), neither the omission of a legend shall not nor the inclusion of a legend that makes reference to a rights agreement other than the Agreement will affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights (so long as the Rightsrights, duties or responsibilities of the Rights Agent are not affected).
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) day after the Shares Stock Acquisition Date or (including any such date which is ii) the close of business on the tenth Business Day after the date of this Agreement and prior the commencement of, or first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan of the Company or any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the issuance terms of any such plan) to commence (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 becoming an Acquiring Person, unless such date is extended by the Board of Directors of the Rights; Company (the “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the Rights (and the right to receive Right Certificates will certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Shares of Stock (including a transfer to the Company. The foregoing or any provision ); provided, however, that if a tender offer is terminated prior to the contrary in this Agreement notwithstandingoccurrence of a Distribution Date, a then no Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementsuch tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignshall send by first-class, and the Company will send or cause to be sent (and the Rights Agent willinsured, if requested and provided with all necessary information and documents postage prepaid mail at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate for Rights, in substantially the form of Exhibit B hereto (a “Right Certificate”the "Rights Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (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. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Datedate of this Agreement, until the Distribution DateDate (or earlier redemption, expiration or termination of the Rights), the Rights will shall be evidenced by such certificates for the Common Stock and the registered in the names holders of the Common Stock shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on or after the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares Stock represented by such certificate. Upon the request of the holder of any shares of Common Stock or, after the Distribution Date, the holder of any Rights, the Company represented therebyshall, at its expense, provide a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights").
(c) Certificates issued for shares of Common Shares (or Book Entry Common Shares) which become outstanding Stock (including, without limitation, certificates issued upon transfer or exchange of Common Stock or reacquired shares of Common Shares Stock referred to in the last sentence of this paragraph (c)) or shares which become outstanding) after the Record Date date of this Agreement, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date (as such term is hereinafter defined), shall be deemed also to be certificates for Rights, and shall have impressed onimpressed, printed onprinted, stamped, written on or otherwise affixed to onto them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.:
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) business day after the Shares Acquisition Date or (including ii) the Close of Business on 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 such date which is Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of this Agreement and prior the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Company Common Stock for or pursuant to the issuance terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2 of the Rights; General Rules and Regulations under the “Exchange Act, if upon consummation thereof, such Person would be a 15% Beneficial Owner (the earlier of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the Rights (and the right to receive separate certificates ("Right Certificates Certificates")) will be transferable only in connection with the transfer of the underlying Company Common Shares of Stock (including a transfer to the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred ) as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementmore fully set out below. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of Company Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate (the "Right Certificate"), which shall be in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right for each Common Share share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon As promptly as practicable thereafterfollowing the Reclassification Date, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-postage- prepaid mail, to each record holder of Company Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Reclassification Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 Company Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record DateStock outstanding, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Company Common Shares of the Company represented therebyStock.
(c) Certificates for Company Common Shares (or Book Entry Common Shares) Stock which become outstanding (including, without limitation, reacquired Common Shares referred to in shares which are subsequently disposed of by the last sentence of this paragraph (c)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 a legend in substantially the following formlegend: "This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014a Rights Agreement, as it may be amended from time to time be supplemented or amended, between CT Communications, Inc. and First Union National Bank, (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 CEC EntertainmentCT Communications, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will rights may be redeemed or exchanged, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentCT Communications, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are rights issued to or were acquired held by Acquiring Persons or Beneficially Owned by any Person their Affiliates or Associates (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. void." With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Company Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented therebytherewith. In the event that the Company purchases or acquires any Company Common Shares of the Company after the Record Date but Stock prior to the Distribution Date, any Rights associated with such Company Common Shares of the Company Stock shall be deemed cancelled canceled 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. 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 Rightsretired.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day Business Day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer to acquire Corporation Securities 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, or any entity holding 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 employee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer to acquire Corporation Securities would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ) (the earlier of the dates referred to in clauses (i) or (ii), the “Distribution Date”)) without giving effect to restrictions set forth in the Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof of the Common Stock, or by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of such a certificate (an “Ownership Statement”) (which certificates for Common Stock or Ownership Statements shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, as more fully set forth below, and (y) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstandingStock, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementmore fully set forth below. As soon as practicable after the Company has (A) notified the Rights Agent in writing of the occurrence of the Distribution Date, (B) provided the Rights Agent with written instructions, and (C) provided or caused the Rights Agent to be provided with all other information (including mailing information) which the Rights Agent may reasonably request, the Company will shall prepare and execute, and upon written request of the Company, the Rights Agent will countersignshall countersign and send, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-postage prepaid mail, (X) to each record holder of the Class A Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B B-1 hereto (a the “Class A Right Certificate”), evidencing one Class A Right for each share of Class A Common Share Stock so held, subject to adjustment as provided herein, and (Y) to each record holder of the Class B Common 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 right certificate, in substantially the form of Exhibit B-2 hereto (the “Class B Right Certificate”), evidencing one Class B Right for each share of Class B 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. The Company shall promptly notify Until the Rights Agent in writing upon the occurrence receives written notice of the Distribution Date, Date from the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights AgentCompany, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On In connection with the Record Date, or as soon as practicable thereafteradoption of the Original Section 382 Rights Agreement, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) sent a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), Stock by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Time, at the address of such holder shown on the records of the Company. With respect to certificates or Ownership Statements for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights attached thereto(Class A Rights in the case of Class A Common Stock and Class B Rights in the case of Class B Common Stock). Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which applicable Rights attached thereto, have been issued shall also constitute the transfer of the applicable Rights associated with the Common Shares of the Company Stock represented therebyby such certificate.
(c) Certificates or Ownership Statements for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights (Class A Rights in the case of Class A Common Stock and Class B Rights in the case of Class B Common Stock) and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially the following form: This certificate [certificate] [statement] also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Section 382 Rights Agreement between CEC EntertainmentReinsurance Group of America, Inc. Incorporated (the “Company”) and Computershare Trust CompanyMellon Investor Services LLC (or any successor thereto), N.A., dated as of January 15, 2014Rights Agent, as it may be amended from time to time be supplemented or amended (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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this [certificate] [statement]. CEC Entertainment, Inc. The Company will mail to the holder of this certificate [certificate] [statement] a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired or Beneficially Owned held by any Person Acquiring Persons (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates or Ownership Statements containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution DateRights), the Rights associated with the Common Shares of the Company Stock represented by such certificates or Ownership Statements shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) Statements alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry shares of Common Share Stock represented by such Ownership Statements, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates or Ownership Statements. In the event that the Company purchases or acquires any Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Sources: Section 382 Rights Agreement (Reinsurance Group of America Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, 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 Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form of attached as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mailC, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record 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 CompanyFinal Expiration Date. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, or issued subsequent to 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 a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for representing shares of Common Shares or the transfer Stock in respect of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Shares of the Company represented therebyStock.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. CHAPARRAL STEEL COMPANY and Computershare Trust Company, N.A.(the “Rights Agent”), dated as of January 15, 2014, as it may be amended from time to time 2005 (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 CEC Entertainment, Inc. CHAPARRAL STEEL COMPANY Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) day Business Day after the Shares Stock Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date 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, or any entity holding 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 employee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule l4d-2(a) of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer would result in any Person becoming the Beneficial Owner of Voting Power aggregating 20% or more of the outstanding Voting Power (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the “earlier of such dates being herein referred to as the "Distribution Date”"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 or book entryCertificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstandingStock, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementmore 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, and upon written request of the Company, the Rights Agent will countersignshall countersign and send, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a “the "Right Certificate”"), evidencing one Right for each share of Common Share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed impressed, printed or written on, printed on, written on or otherwise affixed to them a legend in substantially to the following formeffect: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC EntertainmentKentucky Electric Steel, Inc. (the "Company") and Computershare Equiserve Trust Company, N.A., dated as of January 15, 2014N.A. (the "Rights Agreement"), as it may be amended from time to time (the “Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may be redeemed, expire, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired held by Acquiring Persons or Beneficially Owned by any Person their Affiliates or Associates (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution DateRights), the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (Kentucky Electric Steel Inc /De/)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Shares date on which the Stock Acquisition Time occurs, or (ii) the tenth 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 Company prior to such time as any Person becomes an Acquiring Person) after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the Company which, together with the shares of such stock already owned by such Person, constitutes 10% or more of the outstanding Common Stock 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 (i) and (ii) being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof of 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 Certificates or book entryCertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and executesend, and upon 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 requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided hereinand to the provisions of Section 14(a) hereof. As of the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”)C, by first-class, postage-prepaid mail, to each record holder of its Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares Stock of the Company outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock and the registered in the names holder of the holders thereof together with a copy Common Stock shall also be the registered holder of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares Stock 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 Stock represented therebyby such certificate.
(c) Certificates issued by the Company for Common Shares Stock (whether upon transfer of outstanding Common Stock, original issuance or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in disposition from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest earlier 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 a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.Expiration
Appears in 1 contract
Sources: Rights Agreement (Metlife Inc)
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth (10th) day Business Day after the Shares Acquisition Date Date, and (ii) the tenth Business Day after the date of the commencement of, or first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in beneficial ownership by a Person (other than any Exempt Person) of 20% or more of the outstanding Common Shares (including any such date which that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the Rights and the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the CompanyShares. The foregoing or any provision preceding sentence notwithstanding, prior to the contrary in this Agreement notwithstanding, occurrence of a Distribution Date shall not occur or be deemed to have occurred specified as a result of an event described in clause (ii) (or such later Distribution Date as the approval, execution, delivery or performance Board of Directors of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, Company may select pursuant to and upon this sentence), the terms and conditions Board of Directors may postpone, one or more times, the Merger AgreementDistribution 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 or an Adverse Person. As soon as practicable after the Distribution Date, or, with respect to Common Shares issued on or after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date by reason of the exercise of any option, warrant, right or convertible security issued by the Company will prepare and executeprior to the Distribution Date (other than the Rights), and upon written request unless otherwise provided to the contrary by the Board of Directors at the time of the Companyissuance of any such option, warrant, right or convertible security, simultaneously with the issuance of such Common Shares, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense 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 close of Business business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (other than any Acquiring Person or any Associate or Affiliate unless otherwise provided with respect thereto as aforesaid), to the record holder of an Acquiring Person)such Common Shares on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)B, evidencing one Right for each Common Share so held, subject to adjustment adjustments as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(ba) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 a copy of the Summary of Rights attached theretoRights). 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 or the transfer of any Book Entry 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.
(cb) Certificates for Common Shares (or Book Entry Common Shares) which become outstanding issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Second Amended and Restated Rights Agreement between CEC EntertainmentSea Pines Associates, Inc. (the “Company”) and Computershare Trust CompanyWachovia Bank, N.A.N.A. as Rights Agent, dated as of January 15August 23, 20141993, amended and restated as it may be of July 20, 1999, amended from time to time as of December 13, 1999 and amended and restated as of August 5, 2003 (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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are beneficially owned by Acquiring Persons or were acquired Adverse Persons or Beneficially Owned by any Person Associates or Affiliates of Acquiring Persons or Adverse Persons (as such terms are defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-may not be transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing bearing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest earlier of (i) the Distribution Date or (ii) the Final Expiration Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry alone and registered holders of Common Shares (including any Ownership Statement) aloneshall also be the registered holders of the associated Rights, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share of such certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record 39cord Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense a notification of the Company, upon the written request existence of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentRyan's Family Steak Houses, Inc. and Computershare EquiServe Trust Company, N.A., as Rights Agent, dated as of January 1526, 20141995, as it may be amended and restated 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 CEC EntertainmentRyan's Family Steak Houses, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentRyan's Family Steak Houses, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Ryans Family Steakhouses Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Shares date on which the Stock Acquisition Time occurs, or (ii) the tenth 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 Company prior to such time as any Person becomes an Acquiring Person) after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the Company which, together with the shares of such stock already beneficially owned by such Person, constitutes 20% or more of the outstanding Common Stock of the Company (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), or, in the event any such commencement or announcement occurs prior to the date hereof, the tenth 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 Company prior to such time as any Person becomes an Acquiring Person) after the date hereof (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates certificates, or Book Entries, for shares of Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof of Common Stock of the Company (which certificates or Book Entries shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided hereinand to the provisions of Section 14(a). As of the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will shall send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”)C, by first-class, postage-prepaid mail, to each record holder of its Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates or Book Entries for Common Shares of the Company or Book Entry Common Shares Stock of the Company outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof or Book Entries for Common Stock together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares Stock of the Company outstanding on the Record DateDate or the transfer of any Common Stock outstanding on the Record Date represented by a Book Entry, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate or Book Entry.
(c) Certificates issued by the Company for Common Shares Stock (whether upon transfer of outstanding Common Stock, original issuance or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in disposition from the last sentence of this paragraph (c)Company’s treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final 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 a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. Bairnco Corporation (the “Company”) and Computershare Trust Company, N.A.Investor Services LLC, dated as of January 15June 22, 20142006, and 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. 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. As Under certain circumstances set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) Person, or an any Associate or Affiliate thereof (each 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 and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry alone and registered holders of Common Shares (including any Ownership Statement) aloneStock of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Shares of the Company 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 outstandingcertificates. Notwithstanding this Section 3(cparagraph (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.
Appears in 1 contract
Sources: Rights Agreement (Bairnco Corp /De/)
Issue of Right Certificates. (a) Until the tenth (10th) day after after, but not including, the Shares Acquisition Date (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “Distribution Date”), (xi) the Rights will (A) be attached to the Common Shares underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock, or, (B) in the case of certificated Common Shares, be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates), and in both cases of (A) and (B), not by separate Right Certificates or book entryCertificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrelevant information, send) by first-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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent Agent, in writing writing, upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration 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 written notice is received by the Rights Agent, the Rights Agent shall not be deemed to have knowledge of a Distribution Date and may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(ba) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-classfirst‑class, postage-prepaid postage‑prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or the registrar for the Common Stock. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 a copy of the Summary of Rights attached thereto. With respect to Common Shares underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock, until the Distribution Date, the Rights will be evidenced by such book-entry notations. 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 or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, or of any Common Shares underlying the balances indicated in the book-entry account system of the transfer agent for the Common Stock, with or without a copy of the Summary of Rights attached theretoto the certificate or having been provided to the transferee of Common Shares accounted for by book-entry notation, shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(cb) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.paragraph
Appears in 1 contract
Sources: Rights Agreement (CKX, Inc.)
Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the Company's expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B 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. 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(o) 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 be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in Stock of the last sentence of this paragraph (c)) Company issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights, shall have impressed onbe deemed also to be certificates for Rights, printed onand shall bear a legend, written on or otherwise affixed to them a legend substantially in substantially the following formform set forth below: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentMoldflow Corporation and EquiServe Trust Company (or any successor thereto), Inc. and Computershare Trust Company, N.A.as Rights Agent, dated as of January 1529, 20142003, as it may be amended 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 executive offices of CEC Entertainment, Inc. Moldflow Corporation and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentMoldflow Corporation may redeem the Rights at a redemption price of $0.01 per Right, Inc. subject to adjustment, under the terms of the Rights Agreement. Moldflow Corporation will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired held by Acquiring Persons or Beneficially Owned by any Person Affiliates or Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) ), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and non-transferable. With respect so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to any Book Entry Common Shares the issuance to such holder, or the exercise by such holder, of the Company, Rights in such legend jurisdiction shall not have been obtained or be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawobtainable. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the Distribution Date (or such Book Entry Common Shares (including any Ownership Statement) alonethe earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share of such certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission foregoing legend on any such certificate representing Common Stock of a legend the Company or any defect therein shall not affect in any manner whatsoever the enforceability of any part of this Rights Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person or (ii) such date, if any, as may be designated by the Board of Directors following the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares Acquisition Date (including for or pursuant to the terms of any such date which is after plan) for outstanding Common Shares, if upon consummation of such tender or exchange offer such Person would be an Acquiring Person (the date earlier of this Agreement and prior such dates being herein referred to as the issuance of the Rights; the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the Book-Entries, or certificates for for, Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Right Book-Entries or Rights Certificates and the record holders of the Common Stock represented by such Book-Entries or book entrycertificates shall be the record holders of the Rights represented thereby, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Shares. Until the Distribution Date (or, if earlier, the Expiration Date), transfer on the Company's stock ownership records of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Company Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights.
(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 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 Company. The foregoing .
(c) Rights shall be issued in respect of all Common Shares issued or any provision disposed of (including, without limitation, upon disposition of Common Shares out of treasury stock or issuance or reissuance of Common Shares out of authorized but unissued shares) after the Record Date but prior to the contrary in this Agreement notwithstanding, a earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates for Common Shares and confirmations evidencing Book-Entries 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 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 BREK Energy Corporation and U.S. Bank, N.A. dated as of March 1, 2002, as 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 BREK Energy 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. BREK Energy 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 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 Common Shares represented thereby. In the event that the Company purchases or otherwise 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 occur or be deemed entitled to have occurred as exercise any Rights associated with the Common Shares which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a result legend shall not affect the enforceability of the approval, execution, delivery or performance any part of the Merger this Agreement or the announcement or consummation rights of any holder of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions Rights (other than any Acquiring Person or any Associate or Affiliate of the Merger Agreement. an Acquiring Person).
(d) As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (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 Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right (subject to adjustment as provided herein) for each Common Share so held, subject to adjustment as provided herein. As of From 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Sources: Rights Agreement (Brek Energy Corp)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined, with the concurrence of a majority of the Disinterested Directors, by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense a notification of the Company, upon the written request existence of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentDelta Apparel, Inc. and Computershare Trust CompanyFirst Union National Bank, N.A.as Rights Agent, dated as of January 1527, 2014, as it may be amended from time to time 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 CEC EntertainmentDelta Apparel, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentDelta Apparel, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close of Business on the tenth (10th) day after the Shares Acquisition first Triggering Date (including any such date Triggering Date which is after the date of this Agreement and prior to the issuance of the Rights; ) (such date, the “Distribution Issuance Date”), (xi) 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 shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Common Ordinary Shares of the Company (or by Book Entry 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 or book entryCertificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Ordinary Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Issuance Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Ordinary Shares of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Issuance Date, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right for each Common Ordinary Share so held; provided, subject however, that notwithstanding anything to adjustment as provided the contrary herein, the Company may choose to use book-entry in lieu of physical certificates, in which case “Right Certificates” shall be deemed to mean the uncertificated book-entry representing the related Rights. As of and after the Distribution Issuance Date, the Rights will be evidenced solely by such Right Certificates. In addition, in connection with the issuance or sale of Ordinary Shares following the Issuance Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company (1) shall, with respect to Ordinary Shares so issued or sold pursuant to the exercise of share options, the settlement of restricted share units or under any employee benefit plan or arrangement, granted or awarded as of the Issuance Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company (except as may otherwise be provided in the instrument(s) governing such securities), and (2) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights Certificate shall be issued if, and to the extent that, 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 Rights Certificate would be issued, and (y) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Triggering Date, the Issuance Date, the Redemption Date and/or the Final Expiration 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 written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Issuance Date, the Redemption Date or the Final Expiration Date has occurred. For the avoidance of doubt, nothing in this Agreement shall obligate the Company to issue certificates in respect of any Ordinary Shares of the Company.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing the Company provides all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Ordinary Shares) a copy of a Summary of Rights to Purchase Preferred Ordinary Shares, in substantially the form of Exhibit C B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Ordinary Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Personthereof), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests in writing a copy of the Summary of Rights, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company. With respect to certificates for Common Ordinary Shares of the Company or Book Entry Common book-entry Ordinary Shares of the Company Company, in each case outstanding as of the Record Date, until the Distribution Issuance Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Issuance Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Ordinary Shares of the Company or the transfer of any Book Entry Common book-entry Ordinary Shares of the Company outstanding on the Record DateCompany, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby.
(c) Certificates for Common Rights that shall have been issued in respect of Ordinary Shares issued (or Book Entry Common delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Issuance Date, the Redemption Date and the Final Expiration Date shall be evidenced by the following legends:
i. Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent the Rights Certificate) bear a legend in substantially the following form: The ordinary shares, of no par value, of SciSparc Ltd. (the “Company”) entitle the holder thereof to certain rights as set forth in a Rights Agreement between the Company and VStock Transfer, LLC, dated as of November 28, 2023, 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 Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Company will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by any Person (as defined in the Rights Agreement) who becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) may be 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 for 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 Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Issuance Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of such Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such Ordinary Shares) .
ii. In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Common Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Issuance Date, the Redemption Date or the Final 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 an Agreement between CEC EntertainmentSciSparc Ltd. (the “Company”) and VStock Transfer, Inc. and Computershare Trust CompanyLLC., N.A.as Rights Agent, dated as of January 15November 28, 20142023, 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge promptly after receipt of a written request therefor. As Under certain circumstances set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Rights Agreement) who becomes an Acquiring Person Person, or any Associate or Affiliate thereof (as such terms are defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become may be null and void. The Rights shall not be exercisable, and shall be void and non-transferable. With respect so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to any Book Entry Common Shares such holder, or the exercise by such holder of the CompanyRights in such jurisdiction, such legend shall not have been obtained or be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawobtainable. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Issuance Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Ordinary Shares of the Company after the Record Date but prior to the Distribution earlier of the Redemption Date and the Final Expiration Date, any Rights associated with such Common Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Ordinary Shares of the Company which are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (SciSparc Ltd.)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Shares date on which the Stock Acquisition Time occurs, or (ii) the tenth 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 Company prior to such time as any Person becomes an Acquiring Person) after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the Company which, together with the shares of such stock already owned by such Person, constitutes 10% or more of the outstanding Common Stock 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 (i) and (ii) being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof of 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 Certificates or book entryCertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and executesend, and upon 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 requested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided hereinand to the provisions of Section 14(a) hereof. As of the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”)C, by first-class, postage-prepaid mail, to each record holder of its Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares Stock of the Company outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock and the registered in the names holder of the holders thereof together with a copy Common Stock shall also be the registered holder of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares Stock 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 Stock represented therebyby such certificate.
(c) Certificates issued by the Company for Common Shares Stock (whether upon transfer of outstanding Common Stock, original issuance or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in disposition from the last sentence of this paragraph (c)Company's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final 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 a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainmentthe Corporation and ChaseMellon Shareholder Services, Inc. and Computershare Trust CompanyL.L.C., N.A., dated as of January 15, 2014Rights Agent, 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 CEC Entertainment, Inc. the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Corporation 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. As Under certain circumstances set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) Person, or an any Associate or Affiliate thereof (each 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 and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry alone and registered holders of Common Shares (including any Ownership Statement) aloneStock of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Shares of the Company 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. 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 Rightscertificates.
Appears in 1 contract
Sources: Rights Agreement (Metlife Inc)
Issue of Right Certificates. (a) Until the earliest of (i) the tenth (10th) day after the Shares Acquisition Date Date; (ii) the tenth day after the date of the commencement 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 or Record Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares; or (iii) the date a Person becomes an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earliest of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entry, Certificates; and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred Common Shares, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder Record Owner of Common Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Amended and Restated Rights Agreement between CEC EntertainmentGREATER BAY BANCORP, Inc. and Computershare Trust Company▇▇▇▇▇ FARGO BANK, N.A., as successor to NORWEST BANK MINNESOTA, N. A., dated as of January 1531, 2014, as it may be amended from time to time 2006 (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 CEC Entertainment, Inc. GREATER BAY BANCORP. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. GREATER BAY BANCORP will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforthereof. As set forth described in the Rights Agreement, Rights that are issued to any Person who becomes an Acquiring Person or were acquired or Beneficially Owned by any Adverse Person (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) shall become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, 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 Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 so requested by written notice, and provided with a shareholder list and all necessary other relevant information and documents at which the expense of the CompanyRights Agent may request, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On the Record DateNovember 1, 2006 or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”), by first-first class, postage-prepaid mailmail or other means used by the Company to deliver proxy statements to its stockholders, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)November 1, 2006, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record DateNovember 1, 2006, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof of the Common Stock 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 or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record DateNovember 1, 2006, 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 Stock represented thereby.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (includingStock issued after November 1, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date 2006 but prior to the earliest of the Distribution Date, Date or the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Rights Agreement between CEC EntertainmentTEXAS INDUSTRIES, Inc. INC. and Computershare Trust Company, N.A.Mellon Investor Services LLC, dated as of January 15November 1, 2014, 2006 (as it may be 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 executive offices of CEC EntertainmentTEXAS INDUSTRIES, Inc. INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentMellon Investor Services LLC (or any successor thereto), 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 Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of 10% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the Company's expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B 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. 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(o) 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 be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(c) Certificates for Common Shares (or Book Entry 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 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 an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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 Rightscertificate.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Bay Apartment Communities Inc)
Issue of Right Certificates. (a) Until the Close of Business on the tenth (10th) day after the Shares Acquisition first Triggering Date (including any such date Triggering Date which is after the date of this Agreement and prior to the issuance of the Rights; ) (such date, the “Distribution Issuance Date”), (xi) 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 shall also be deemed to represent Right Certificates) or, in the case of certificated shares, the certificates for Common Ordinary Shares of the Company (or by Book Entry 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 or book entryCertificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Ordinary Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Issuance Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Ordinary Shares of the Company as of the Close of Business on the Distribution Issuance Date (other than any an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Personthereof), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a “Right Certificate”), evidencing one Right for each Common Ordinary Share so held; provided, subject however, that notwithstanding anything to adjustment as provided the contrary herein, the Company may choose to use book-entry in lieu of physical certificates, in which case “Right Certificates” shall be deemed to mean the uncertificated book-entry representing the related Rights. As of and after the Distribution Issuance Date, the Rights will be evidenced solely by such Right Certificates. In addition, in connection with the issuance or sale of Ordinary Shares following the Issuance Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company (1) shall, with respect to Ordinary Shares so issued or sold pursuant to the exercise of share options, the settlement of restricted share units or under any employee benefit plan or arrangement, granted or awarded as of the Issuance Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company (except as may otherwise be provided in the instrument(s) governing such securities), and (2) may, in any other case, if deemed necessary or appropriate by the Board of Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights Certificate shall be issued if, and to the extent that, 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 Rights Certificate would be issued, and (y) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Triggering Date, the Issuance Date, the Redemption Date and/or the Final Expiration 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 written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Triggering Date, Issuance Date, the Redemption Date or the Final Expiration Date has occurred. For the avoidance of doubt, nothing in this Agreement shall obligate the Company to issue certificates in respect of any Ordinary Shares of the Company.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing the Company provides all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Ordinary Shares) a copy of a Summary of Rights to Purchase Preferred Ordinary Shares, in substantially the form of Exhibit C B hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Ordinary Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Personthereof), at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company. At any time following the Record Date, the Company will send a copy of the Summary of Rights, by first-class, postage-prepaid mail, to any record holder of Ordinary Shares who requests in writing a copy of the Summary of Rights, at the address of such holder shown on the records of the Company or the transfer agent or registrar for the Ordinary Shares of the Company or book-entry Ordinary Shares of the Company, in each case. With respect to certificates for Common Shares of the Company or Book Entry Common Ordinary Shares of the Company outstanding as of the Record Date, until the Distribution Issuance Date, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Ordinary Shares or, in the case of certificated shares, such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Issuance Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Ordinary Shares of the Company or the transfer of any Book Entry Common book-entry Ordinary Shares of the Company outstanding on the Record DateCompany, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby.
(c) Certificates for Common Rights that have been issued in respect of all Ordinary Shares issued (or Book Entry Common delivered from the Company’s treasury) after the Record Date but prior to the earliest of the Issuance Date, the Redemption Date and the Final Expiration Date and shall be evidenced by the following legends:
(i) Confirmation and account statements sent to holders of Ordinary Shares in book-entry form (which Ordinary Shares shall also be deemed to represent the Rights Certificate) shall bear a legend in substantially the following form: The ordinary shares, par value NIS 0.03 per share, of Perion Network Ltd. (the “Corporation”) entitle the holder thereof to certain Rights as set forth in a Rights Agreement between the Corporation and Equiniti Trust Company, LLC, dated as of April 3, 2025 (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 the shares to which this statement relates. The Corporation will mail (or cause the Rights Agent to mail) to the holder of shares to which this statement relates a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement) may be 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 for 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 Ordinary Shares in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earliest of the Issuance Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Ordinary Shares shall be evidenced by such Ordinary Shares alone and registered holders of such Ordinary Shares shall also be the registered holders of the associated Rights, and the transfer of any of such Ordinary Shares shall also constitute the transfer of the Rights associated with such Ordinary Shares.
(ii) In the case of certificated shares, certificates for Ordinary Shares which become outstanding (including, without limitation, reacquired Common Ordinary Shares referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Issuance Date, the Redemption Date or the Final 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 an a Rights Agreement between CEC Entertainment, Inc. Perion Network Ltd. (the “Corporation”) and Computershare Equiniti Trust Company, N.A.LLC, as Rights Agent, dated as of January 15April 3, 20142024, as it may be amended from time to time (the “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 CEC Entertainment, Inc. the Corporation. 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. CEC Entertainment, Inc. The Corporation will mail (or cause the Rights Agent to mail) to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As Under certain circumstances as set forth in the Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an any Associate or Affiliate thereof (each as such terms are defined in the Agreement) become may be null and void. The Rights shall not be exercisable, and shall be void and non-transferable. With respect so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to any Book Entry Common Shares such holder, or the exercise by such holder of the CompanyRights in such jurisdiction, such legend shall not have been obtained or be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawobtainable. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Issuance Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Ordinary Shares of the Company after the Record Date but prior to the Distribution earlier of the Redemption Date and the Final Expiration Date, any Rights associated with such Common Ordinary Shares of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Ordinary Shares of the Company which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Board of Directors of the Company may determine in its sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the Company's expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B A 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. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry of the certificates for the Common Shares Stock of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in Stock of the last sentence of this paragraph (c)) Company issued after the Record Date Date, but prior to the earliest of the Distribution Date, the Redemption Date, Exchange Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed onand shall bear a legend, written on or otherwise affixed to them a legend substantially in substantially the following formform set forth below: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentMedwave, Inc. and Computershare Trust Company▇▇▇▇▇ Fargo Bank Minnesota, N.A.N.A. (or any successor thereto), as Rights Agent, dated as of January 15September 29, 20142003 as amended, as it may be 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 executive offices of CEC EntertainmentMedwave, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentMedwave, Inc. may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Medwave, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired held by Acquiring Persons or Beneficially Owned by any Person Affiliates or Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) ), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and non-transferable. With respect so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to any Book Entry Common Shares the issuance to such holder, or the exercise by such holder, of the Company, Rights in such legend jurisdiction shall not have been obtained or be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawobtainable. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates shall be evidenced by such certificates alone until the earliest of the Distribution Date, Redemption Date, Exchange Date or such Book Entry Common Shares (including any Ownership Statement) aloneFinal Expiration Date, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share of such certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c), The failure to print the omission foregoing legend on any such certificate representing Common Stock of a legend the Company or any defect therein shall not affect in any manner whatsoever the enforceability of any part of this Rights Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (10thor such later date as may be determined by resolution of the Board of Directors) day after the Shares Acquisition Date date of the commencement by any Person (including other than the Company, any Subsidiary of the Company, or any entity holding Common Stock for or pursuant to the terms of any Benefit Plan) of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights; ), the “earlier of (i) and (ii) being herein referred to as the "Distribution Date”)", (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates (as defined below)) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection simultaneously with and together with the transfer of the underlying shares of Common Shares of the Company. The foregoing Stock; provided, however, that if a tender or any provision exchange offer is terminated prior to the contrary in this Agreement notwithstandingoccurrence of a Distribution Date, a then no Distribution Date shall not occur or be deemed to have occurred as a result of such tender or exchange offer. Until the approvalDistribution Date, execution, delivery or performance the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date shall also constitute the transfer of the Merger Agreement or Rights associated with such shares of Common Stock. The Company shall give the announcement or consummation Rights Agent prompt written notice of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementDistribution Date. As soon as is practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Company's expense, if requested, send) ), by first-class, insured, postage-postage prepaid mail, to each record holder of shares of Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more right certificates, in substantially the form of attached hereto as Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred Shares, 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 Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution Date, the Rights will associated with the shares of Common Stock represented by such certificates shall 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 or the transfer of any Book Entry 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.
(c) Certificates for shares of Common Shares (or Book Entry Common Shares) Stock which become outstanding (including, without limitation, reacquired shares of Common Shares Stock referred to in the last sentence of this paragraph (cSection 3(c)) after the Record Date but prior to the earliest earlier of the Distribution Date, Date and the Redemption Date or the Final Expiration Date shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. The Genlyte Group Incorporated (the "Company") and Computershare Trust Company, N.A.The Bank of New York, dated as of January 15September 13, 2014, as it may be amended from time to time 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. 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. As Under certain circumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired or Beneficially Owned by held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) who becomes an Acquiring and certain related Persons, whether currently held by or on behalf of such Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) by any subsequent holder, may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the shares of Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry alone and registered owners of shares of Common Shares (including any Ownership Statement) alone, Stock shall also be the registered holders of the associated Rights; and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the shares of Common Shares of the Company Stock represented thereby. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (Genlyte Group Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, by any Person (other than the Company, any Subsidiary of the Company, or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form of attached as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mailC, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record 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 CompanyFinal Expiration Date. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, or issued subsequent to 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 a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for representing shares of Common Shares or the transfer Stock in respect of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Shares of the Company represented therebyStock.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. PETROHAWK ENERGY CORPORATION and Computershare Trust Company, N.A.AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Rights Agent”), dated as of January 15October 14, 2014, as it may be amended from time to time 2008 (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 CEC Entertainment, Inc. PETROHAWK ENERGY CORPORATION. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Acquisition Date or (including ii) at such time as the Company's Board of Directors may designate after the date that 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 General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the Common Shares then outstanding (including, in the case of both (i) and (ii), any date which is after the date of this Rights Agreement and prior to the issuance of the Rights; ), the “earlier of (i) and (ii) being herein referred to as the "Distribution Date”)", (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of (including transfers to the Company. The foregoing or any provision ); provided, however, that if a tender offer is terminated prior to the contrary in this Agreement notwithstandingoccurrence of a Distribution Date, a then no Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementsuch tender offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense 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 (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 Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date, to the record holder of such Common Shares on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, substantially in the form of Exhibit B, evidencing one Right for each Common Share so held, subject to adjustments as provided herein. 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 Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached hereto as Exhibit C (other than any Acquiring Person or any Associate or Affiliate the "Summary of an Acquiring PersonRights"), 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 Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights 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 attached theretoRights). Until the earlier of 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 or the transfer of any Book Entry 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.
(c) Rights shall be issued in respect of all Common Shares which are issued after the Record Date but prior to the earlier of the Distribution Date or Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date. Certificates for Common Shares (or Book Entry 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 earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed on, printed on, written on or otherwise affixed be deemed also to them a legend in substantially be certificates for Rights and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. Intelligent Systems Corporation (the "Company") and Computershare American Stock Transfer & Trust Company, N.A.Company as Rights Agent, dated as of January 15November 25, 2014, as it may be amended from time to time 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. As Under certain circumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired or Beneficially Owned by held by, any Person who is, was, or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) who becomes an Acquiring and certain related persons, whether currently held by or on behalf of such Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) by any subsequent holder, may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing bearing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, Date the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry alone and the holders of record of Common Shares (including any Ownership Statement) aloneshall also be the holders of record of the associated Rights, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share of such certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented therebyby such certificates. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled 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. Notwithstanding .
(d) In the event the Company shall at any time after the date of this Section 3(cAgreement (A) declare a dividend on the Common Shares payable in Common Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding Common Shares into a smaller number of Common Shares or (D) issue any shares of its capital stock in a reclassification of the Common Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), the omission number of a legend Rights outstanding and the Purchase Price in effect at the time of the record date for such event shall be proportionately adjusted so that the number of Rights outstanding after such event shall equal the number of Common Shares outstanding after such event, and the Purchase Price of the Rights shall be adjusted so that the product of the number of Rights (adjusted in accord with this Section 3(d)) and the Purchase Price shall equal the product of the number of Rights and the Purchase Price before such event; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. If an event occurs that would require an adjustment under both this Section 3(d) and Section 11(a)(ii), the adjustment provided for in this Section 3(d) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). Any adjustment made pursuant to this Section 3(d) shall not affect the enforceability of any part be deemed a redemption pursuant to Section 23 of this Rights Agreement and shall not require the payment or issuance of any money or property by the Company or the rights Rights Agent to the holder of any holder Right except upon the exercise of the RightsRights as adjusted by this Section 3(d).
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th day after the Shares Share Acquisition Date or (including ii) the Close of Business on the 10th Business Day (or such later date as may be determined by approval of a majority of the members of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than any of the Excluded Persons) of, or after the date of the first public announcement of the intention of any Person (other than any of the Excluded Persons) to commence (which intention to commence remains in effect for 5 Business Days after such announcement) a tender or exchange offer, the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), 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”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of shares of Common Shares of the Company. The foregoing or any provision Stock, subject to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result provision of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementSection11(a)(ii) hereof. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Shares of the Company Stock (subject to Section 11(a)(ii) hereof) as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafterthere- after, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 shares of Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, or (iii) the Redemption 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 or the transfer of any Book Entry Common Shares of the Company 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 Shares of the Company Stock represented thereby, subject to the provision of Section 11(a)(ii) hereof.
(c) Rights shall be issued in respect of all shares of Common Stock of the Company which are issued or transferred by the Company after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date or the Final Expiration Date, subject to the provisions of Section 11(a)(ii) hereof. Certificates for shares of Common Shares (or Book Entry Common Shares) Stock which become outstanding (including, without limitation, reacquired shares of Common Shares 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 shall will be deemed also to be Certificates for Rights and will have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Renewed Rights Agreement between CEC EntertainmentLSB Industries, Inc. and Computershare Trust CompanyBank One, N.A.N.A. dated January 6, dated as of January 15, 2014, as it may be amended from time to time 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 CEC EntertainmentLSB Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentLSB Industries, 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 Under certain circumstances described in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) ), whether currently held by or an Associate on behalf of such person or Affiliate thereof (each as defined in the Agreement) by any subsequent holder, may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest earlier of the Final Expiration Date or the Distribution Date or the Redemption Date, the Rights associated with the shares of Common Shares of the Company Stock represented by such certificates shall will be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall will also constitute the transfer of the Rights associated with the shares of Common Shares of the Company Stock represented thereby, subject to provisions of Section 11(a)(ii) hereof. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company shall Stock will be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth (10th) day after the Shares Acquisition Date or (including ii) 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 such date which is Person becomes an Acquiring Person) after the date of this Agreement and prior 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 Person holding Common Stock of the Company for or pursuant to the issuance terms of any such plan) of a tender or exchange offer the Rights; consummation of which would result in any Person becoming an Acquiring Person, (the earlier of such dates being referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 so requested by written notice and provided with a stockholder list and all necessary other relevant information and documents at that the expense of the CompanyRights Agent may reasonably request, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each share of Common Share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”), by first-first class, postage-prepaid mailmail or other means used by the Company to deliver proxy statements to its stockholders, to each record holder of Common Shares Stock as of the Close close of Business business on the Record 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. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 a copy of the Summary of Rights attached theretoRights. 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 or the transfer of any Book Entry Common Shares of the Company Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached theretoRights, shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented thereby.
(c) Certificates for Rights shall be issued in respect of all shares of Common Shares (Stock issued or Book Entry Common Shares) which become outstanding disposed of (including, without limitation, reacquired upon disposition of Common Shares referred to in the last sentence Stock out of this paragraph (c)treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, or in certain circumstances provided in Section 22, 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 earliest of the Distribution Date, the Redemption Date and the Final 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 Rights as set forth in an the Rights Agreement between CEC EntertainmentParticle Drilling Technologies, Inc. and Computershare Trust Company, N.A., as Rights Agent, dated as of January 15May 23, 20142008, as it the same may be supplemented or 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 CEC Entertainment, 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. CEC Entertainment, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. Particle Drilling With respect to such certificates containing substantially the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company 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 Shares of the Company which Stock that are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (Particle Drilling Technologies Inc/Nv)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth (10th) day after the Shares Acquisition Date 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 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, any entity holding Common Shares for or pursuant to the terms of any such plan, The Crane Fund or The Crane Fund for Widows and Children) 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, any entity holding Common Shares for or pursuant to the terms of any such plan, The Crane Fund or The Crane Fund for Widows and Children) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (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”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, 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 as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 Date, certificates for Common Shares of the Company (including, without limitation, reacquired Common Shares of the Company referred to in the last sentence of this paragraph (b)) shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC EntertainmentHuttig Building Products, Inc. and Computershare Trust CompanyChaseMellon Shareholder Services, N.A.L.L.C., dated as of January 15December 6, 2014, as it may be amended from time to time 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 CEC EntertainmentHuttig Building Products, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentHuttig Building Products, 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 Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled 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. 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later calendar day, if any, as the Independent Directors may determine in their sole discretion) after the date 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-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of 4.99% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; ) (the earliest of such dates being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof of the Common Stock of the Company or, in the case of uncertificated Common Shares registered in book entry form (“Book Entry Shares”), by notation in accounts reflecting the ownership of such Common Shares (which certificates for Common Stock and Book Entry Shares, as applicable, of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents documentation, in form and substance reasonably satisfactory to the Rights Agent), at the Company’s expense of the Companysend, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the shares of Common Stock, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the “Right CertificateCertificates”), evidencing one Right for each share of Common Share Stock of the Company so held, subject to adjustment as provided herein. 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(o) 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 be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the within two (2) Business Day next followingDays. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On With respect to certificates or Book Entry Shares for the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request Common Stock of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights issued prior 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered for the Common Stock or by notation in accounts reflecting the names ownership of such Common Shares, as applicable, of the holders thereof together with a copy Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Summary Rights), and the registered holders of Rights attached theretothe 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 Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any of the certificates for the Common Stock or Book Entry Common Shares of the Company outstanding on prior to the Record Date, with or without a copy date of the Summary of Rights attached thereto, this Agreement shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificate or Book Entry Shares.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in Stock of the last sentence of this paragraph (c)) Company issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed onand shall bear a legend, written on or otherwise affixed to them a legend substantially in substantially the following formform set forth below: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentUnwired Planet, Inc. and Computershare Trust Company, N.A.N.A. (or any successor thereto), as Rights Agent, dated as of January 1520, 20142015 as amended, as it may be 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 executive offices of CEC EntertainmentUnwired Planet, Inc. and the stock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentUnwired Planet, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. Unwired Planet, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired held by Acquiring Persons or Beneficially Owned by any Person Affiliates or Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) ), and any subsequent holder of such Rights, may become null and void. The Rights shall not be exercisable, and shall be void and non-transferableso 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 any Book Entry Common Shares of the CompanyShares, such a legend shall in substantially similar form will be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share shares in accordance with applicable law. With respect to such certificates or Book Entry Shares containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates or Book Entry Shares shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alonealone until the earlier of the Distribution Date or the Expiration Date, and the surrender for transfer of any such certificate or the transfer of any of such certificates or Book Entry Common Share Shares shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented therebyby such certificates or Book Entry Shares, as applicable. In the event that the Company purchases or acquires any shares of Common Shares Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c)The omission of the legend required hereby, the omission of a legend failure to provide notice thereof, or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) hereof, the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Tax Benefits Preservation Agreement (Unwired Planet, Inc.)
Issue of Right Certificates. (a) Until the tenth earlier of the Close of Business on (10thi) day after the Shares Acquisition Date 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 becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) 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 (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (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”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementShares. As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent in writing of the occurrence thereof and the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyinformation, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to the adjustment as provided herein. As provisions of the Distribution Date, the Section 11 of this 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next followingAgreement. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none the Distribution Date has not occurred. As of the Distribution Date, the Redemption Date or the Final Expiration Date has occurredRights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, directly or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s its transfer agent for the Common Sharesagent) 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Date or and the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented thereby.
(c) Certificates for Common Shares (or Book Entry 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 have impressed on, printed on, written on or otherwise affixed to them a the legend in substantially the following formas follows: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC EntertainmentXenoPort, Inc. (the “Company”) and Computershare Trust Company, N.A.Mellon Investor Services LLC as Rights Agent (the “Rights Agent”), dated as of January December 15, 20142005, 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. 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. As set forth described in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person who becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) who becomes an Acquiring and certain related persons, whether currently held by or on behalf of such Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) by any subsequent holder, shall become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or, if earlier, the earlier of the Distribution Redemption Date or the Final Expiration Date), the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which that are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (Xenoport Inc)
Issue of Right Certificates. (a) Until the tenth earlier of the Close of Business on (10thi) day after the Shares Acquisition Date 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 becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) 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 (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which that 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”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates or book-entry shares, as applicable, for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates certificates/book-entry shares shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to the adjustment as provided hereinprovisions of Section 11 of this Agreement. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (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. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates or book-entry shares registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier redemption or expiration of the Redemption Date or Rights pursuant to the Final Expiration Dateterms hereunder), the surrender for transfer of any certificate or book-entry shares for Common Shares or the transfer of any Book Entry 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.
(c) Certificates or book-entry shares for Common Shares (or Book Entry Common Shares) which that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) after the Record Date date hereof but prior to the earliest of (i) the Distribution Date, (ii) the Redemption Date or Date, (iii) the Final Expiration Date Date, or (iv) one (1) year from the date hereof if the approval of this Agreement is not ratified by holders of a majority of the votes cast at a duly called meeting of the Company’s stockholders or any adjournment or postponement thereof, at which a quorum is present, within such one (1) year period shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially to the following formeffect: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an a Rights Agreement between CEC EntertainmentAboveNet, Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.as Rights Agent, dated as of January 15August 7, 20142006, OR an Amended and Restated Rights Agreement between AboveNet, Inc. (the “Company”) and American Stock Transfer & Trust Company, LLC, as it may be Rights Agent (the “Rights Agent”), dated as of August 3, 2009, as 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. 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. As set forth described in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person who becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) who becomes an Acquiring and certain related persons, whether currently held by or on behalf of such Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) by any subsequent holder, shall become null and void and nonvoid. Common Shares issued as book-transferable. With entry shares shall have a corresponding legend noted with respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawshares. With respect to such certificates or book-entry shares containing the foregoing or noting this legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or, if earlier, the earlier of the Distribution Dateredemption or expiration of the Rights pursuant to the terms hereunder), the Rights associated with the Common Shares of the Company represented by such certificates thereby shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) book-entry shares alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share book-entry shares 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 Common Shares of the Company after the Record Date date hereof but prior to the Distribution Date, any Rights associated with such Common Shares of the Company shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares of the Company which that are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (Abovenet Inc)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined, with the concurrence of a majority of the Disinterested Directors, by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense a notification of the Company, upon the written request existence of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentDH Apparel Company, Inc. and Computershare Trust CompanyFirst Union National Bank, N.A.as Rights Agent, dated as of January 1527, 2014, as it may be amended from time to time 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 CEC EntertainmentDH Apparel Company, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentDH Apparel Company, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, 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 Subsidiary of the Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) Stock registered in the names of the holders thereof (which certificates shall also be deemed also to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each share of the Common Share Stock so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to before the next Business Day next followingDay. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has not occurred.
(b) On The Company will make available, as promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesRights, in substantially the form of attached as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mailC, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record 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 CompanyFinal Expiration Date. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, or issued subsequent to 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 a copy of the Summary of Rights attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration Date), the surrender for transfer of any certificate for representing shares of Common Shares or the transfer Stock in respect of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the such shares of Common Shares of the Company represented therebyStock.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15, 2014, as it may be amended from time to time (the “a 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 CEC Entertainment, Inc. CHAPARRAL STEEL COMPANY Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As Under certain circumstances, as set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by issued to any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth (10th) day after the Shares Acquisition Distribution Date (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “Distribution Date”), (xi) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the record holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying Common Shares in the stock transfer books of the Company. The foregoing Company maintained by the Company or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementits appointed transfer agent. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 Common Shares of the Company as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)hereto, evidencing one Right for each Common Share so held, subject to adjustment adjustment, together with a notice setting forth the Purchase Price (as provided hereindefined in Section 4 hereof) as in effect on the Distribution Date. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Sections 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and shall contain the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or quoted, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who is or was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 11(d) of the Rights Agreement.
(c) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) make available a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record any holder of Common Shares as of Rights who may request it from time to time prior to the Close of Business on the Record 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 CompanyFinal Expiration Date. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights 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 attached theretothereof. Until the Distribution Date (or the earlier of the Redemption Distribution Date or and the Final Expiration Date), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby.
(cd) Certificates for Common Shares (or Book Entry Common Shares) which become outstanding issued (including, without limitation, reacquired any certificates for Common Shares referred to in issued upon conversion of the last sentence Company’s convertible securities or upon exercise of this paragraph (c)stock options) or surrendered for transfer or exchange after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have stamped on, impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares or the Rights may from time to time be listed or quoted, or to conform to usage: This certificate Certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC EntertainmentLNB Bancorp, Inc. and Computershare Trust Registrar and Transfer Company, N.A., dated as of January 15October 25, 2014, as it may be amended from time to time 2010 (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 CEC EntertainmentLNB Bancorp, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may be redeemed, may be exchanged, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. CEC EntertainmentLNB Bancorp, Inc. will mail to the holder of this certificate Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are or were acquired beneficially owned by an Acquiring Person or Beneficially Owned by any Person Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferablevoid. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Sharedescribed above, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the surrender for transfer of the Rights associated with the Common Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Sources: Rights Agreement (LNB Bancorp Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth (10th) day Business Day after the Shares Stock Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date 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, or any entity holding 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 employee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule 14d of the General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Company, which tender or exchange offer would result in any Person becoming the Beneficial Owner of Voting Power aggregating 20% or more of the outstanding Voting Power (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”"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 or book entryCertificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstandingStock, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementmore 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, and upon written request of the Company, the Rights Agent will countersignshall countersign and send, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B A hereto (a “the "Right Certificate”"), evidencing one Right for each share of Common Share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesCommon Stock, in substantially the form of Exhibit C B hereto (the “"Summary of Rights”"), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall be deemed also to be certificates for Rights and shall have impressed onimpressed, printed on, or written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. and Computershare Trust Company, N.A., dated as of January 15December _____, 20141996 between New Ralcorp Holdings, Inc. (the "Company") and Boatmen's Trust Company (the "Rights Agreement"), as it may be amended from time to time (the “Agreement”)be supplemented or amended, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may expire or may be redeemed, exchanged or be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to or were acquired held by Acquiring Persons or Beneficially Owned by any Person their Affiliates or Associates (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution DateRights), the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Sources: Shareholder Protection Rights Agreement (New Ralcorp Holdings Inc)
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense a notification of the Company, upon the written request existence of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights in the form attached hereto as Exhibit B (the "Summary of Rights") attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed onand Certificates issued after the Record date but prior to the date hereof shall bear the legend provided for in the Original Agreement Certificates issued after the date hereof shall, written on or otherwise affixed to them a legend in substantially as promptly as possible following the date hereof, bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an Amended and Restated Shareholder Rights Agreement between CEC EntertainmentOne Price Clothing Stores, Inc. and Computershare Continental Stock Transfer & Trust Company, N.A.as Rights Agent, dated as of January 15October 25, 20142000 , as it may be amended and restated 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 CEC EntertainmentOne Price Clothing Stores, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentOne Price Clothing Stores, Inc. will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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 Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Sources: Shareholder Rights Agreement (One Price Clothing Stores Inc)
Issue of Right Certificates. The Rights shall be deemed issued, upon the terms and subject to the conditions set forth herein, as of the effective date of this Agreement, or if later, the date on which the Common Shares of the Company underlying such Rights become outstanding, provided that:
(a) Until the tenth (10th) Close of Business on the 10th day after the Shares Acquisition Date (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the “Distribution Date”), (x) the Rights Rights, unless earlier expired, redeemed or terminated, will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) ), or, in the case of Common Shares of the Company held in uncertificated form, by the transaction statement or other record of ownership of such Common Shares of the Company, and not by separate Right Certificates or book entryCertificates, and (y) the Rights, including the right to receive Right Certificates Certificates, will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to Company shall promptly notify the contrary Rights Agent in this Agreement notwithstanding, a 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 the day on which such oral notification is given. 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 occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreementoccurred. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of from the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information and documents at the expense 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 (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 or the transfer agent or registrar for the Common Shares of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common SharesShares of the Company) 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 (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 or the transfer agent or registrar for the Common Shares of the Company. With respect to certificates for Common Shares of the Company or Book Entry any Common Shares of the Company outstanding as of the Record Date, and until the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, (i) in the case of certificated Common Shares of the Company, (A) the Rights associated with the Common Shares of the Company represented by any certificate will be evidenced by such certificates registered in the names of the holders thereof certificate together with a copy of the Summary of Rights attached thereto. Until thereto and the Distribution Date (or the earlier registered holders of the Redemption Date or Common Shares of the Final Expiration Date), Company shall also be the registered holders of the associated Rights and (B) the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Datesuch certificate, 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, and (ii) in the case of Common Shares of the Company held in uncertificated form, (A) the Rights associated with the Common Shares of the Company shall be evidenced by the balances indicated in the book-entry account system of the transfer agent for such Common Shares of the Company and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights and (B) the transfer of any Common Shares of the Company in the book-entry account system of the transfer agent for such Common Shares of the Company shall also constitute the transfer of the Rights associated with such Common Shares of the Company.
(c) Certificates In the case of certificated Common Shares of the Company, certificates issued for Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in of the last sentence of this paragraph (c)) Company after the Record Date (including upon transfer or exchange of outstanding Common Shares of the Company), but prior to the earliest of the Distribution Date, the Redemption Date or and the Final Expiration Date 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 an a Rights Agreement between CEC EntertainmentAcorda Therapeutics, Inc. and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of January 15August 31, 20142017, as it may be amended amended, supplemented or otherwise modified from time to time (the “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 CEC EntertainmentAcorda Therapeutics, 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. CEC EntertainmentAcorda Therapeutics, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned (as defined in the Agreement) by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become shall be null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 otherwise acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
(d) In the case of Common Shares of the Company held in uncertificated form, the Company shall cause the confirmation and account statements sent to holders of Common Shares of the Company in book-entry form (including upon transfer or exchange of outstanding Common Shares of the Company) prior to the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date to bear a legend in substantially the following form: Each share of common stock, $0.01 par value per share, of Acorda Therapeutics, Inc. entitles the holder thereof to certain rights as set forth in a Rights Agreement between Acorda Therapeutics, Inc. and Computershare Trust Company, N.A., as Rights Agent (or any successor rights agent), dated as of August 31, 2017, as it may be amended, supplemented or otherwise modified from time to time (the “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 Acorda Therapeutics, 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 the shares to which this statement relates. Acorda Therapeutics, Inc. will mail to the holder of the shares to which this statement relates a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights Beneficially Owned (as defined in the Agreement) by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) shall be null and void. Notwithstanding this Section 3(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
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day after the Shares Stock Acquisition Date or (ii) such date, if any, as may be determined by action of the Board of Directors of the Company (upon approval by a majority of the Continuing Directors) 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 an Acquiring Person (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights; the “earlier of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 or book entryCertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares of Stock (including a transfer to the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement). As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more right certificates, in substantially the form of Exhibit B hereto (a “the "Right Certificate”Certificates"), evidencing one Right for each share of Common Share 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 the 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of make available a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of Exhibit C hereto (the “"Summary of Rights”"), by first-class, postage-prepaid mail, to each record any holder of Common Shares as of Rights who may so request from time to time prior to the Close of Business on the Record 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 CompanyExpiration Date. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, Date until the Distribution DateDate (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary Common Stock and the registered holders of Rights attached theretothe Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, expiration or termination of the Redemption Date or the Final Expiration DateRights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company outstanding on certificates for the Record Date, with or without a copy Common Stock in respect of the Summary of which Rights attached thereto, have been issued shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates.
(c) Rights shall be issued in respect of all shares of Common Stock which are issued or delivered out of treasury after the Record Date but prior to the Distribution Date (or the earlier redemption, expiration or termination of the Rights). Certificates for the Common Shares (or Book Entry Common Shares) Stock which become outstanding (including, without limitation, reacquired Common Shares Stock referred to in the last sentence of this paragraph (c)) after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date redemption, expiration or termination of the Rights shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC EntertainmentCentocor, Inc. and Computershare Trust CompanyBankBoston, N.A., N.A. dated as of January 15September 26, 2014, as it may be amended from time to time 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 CEC EntertainmentCentocor, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC EntertainmentCentocor, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As Under certain circumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired or Beneficially Owned by held by, any Person (as defined in the Agreement) 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 an Associate on behalf of such Person or Affiliate thereof (each as defined in the Agreement) become by any subsequent holder, may be null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date (or the earlier redemption, expiration or termination of the Distribution Date, Rights) the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company Stock 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 Stock which are no longer 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.
Appears in 1 contract
Sources: Rights Agreement (Centocor Inc)
Issue of Right Certificates. (a) Until the earlier of (i) the close of business on the tenth Business Day after (10thor such later date as may be determined by action of the Board of Directors of the Company followed by notice to the Rights Agent and public announcement thereof by the Company) day the Stock Acquisition Date or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company followed by notice to the Rights Agent and public announcement thereof by the Company) after the Shares Acquisition Date date that a Tender Offer by any Person (other than (A) the Company, (B) any Subsidiary of the Company, (C) any employee benefit plan of the Company or any Subsidiary of the Company, or (D) any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person would be an Acquiring Person (the earlier of such dates, including any such date which is after the date of this Agreement and prior to the issuance of the Rights; , being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3(b) hereof3) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares of Stock (including a transfer to the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement). As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Company, send) Company and by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right Certificatecertificates, in substantially the form of Exhibit B hereto (a the “Right CertificateCertificates”), evidencing one Right for each share of Common Share 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, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of fractional Rights. 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesStock, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered in the names holders of the Common Stock shall also be the registered holders thereof together with a copy of the Summary of Rights attached theretoassociated Rights. Until the Distribution Date (or the earlier of the Redemption Distribution Date or the Final Expiration DateDate (as such term is defined in Section 7 hereof), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry certificates representing shares of Common Shares Stock in respect of which Rights have been issued shall also constitute the transfer of the Company outstanding on Rights associated with such shares of Common Stock.
(c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Until the earlier of the Distribution Date or the Expiration Date, all Rights issued pursuant to this Section 3(c) shall be represented by the certificates evidencing the Common Stock with or without a copy respect to which such Rights are issued and registered holders of such Common Stock shall also be the registered holders of the Summary associated Rights, and the transfer of Rights attached thereto, any such certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock evidenced by such certificates. In addition, Rights shall be issued following the Distribution Date and prior to the redemption or expiration of the Company represented therebyRights as provided in Section 22 hereof.
(cd) Certificates for Common Shares (Stock issued upon transfer or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) new issuance after the Record Date but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed onimpressed, printed onprinted, written on or stamped thereon or otherwise affixed to them a legend in substantially thereto the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Rights Agreement between CEC Entertainment, Inc. QuickLogic Corporation and Computershare American Stock Transfer & Trust Company, N.A.as Rights Agent, dated as of January 15November 28, 2014, as it may be amended from time to time 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 executive offices office of CEC Entertainment, Inc. QuickLogic Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. QuickLogic Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. As Under certain circumstances set forth in the Rights Agreement, Rights that are issued to, or were acquired or Beneficially Owned by held by, any Person (as defined in the Agreement) who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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 Rightsvoid.
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the Close of Business on the 10th calendar day after the Shares Share Acquisition Date Date, (ii) the Close of Business on the 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 shall become an Acquiring Person) after the date of (x) the commencement, by any Person, other than an Exempt Person, of, or (y) the first public announcement of the intention of any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would 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 “earliest of such dates being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares of the Company (or by Book Entry Common Shares of the Company) 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 Certificates or book entrycertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined, with the concurrence of a majority of the Disinterested Directors, by action of the Directors of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B A hereto (a “the "Right Certificate”Certificates), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a the Summary of Rights to Purchase Preferred SharesRights, in substantially the form of attached hereto as Exhibit C hereto (the “Summary of Rights”)B, by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock 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 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 Rights will be evidenced by such certificates for the Common Stock with or without a copy of the Summary of Rights attached thereto, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any certificate for Common Shares or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or even 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 Stock represented therebyby such certificate.
(c) Certificates for the Common Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) Stock issued after the Record Date Date, but prior to the earliest earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date, shall have impressed onbe deemed also to be certificates for Rights, printed on, written on or otherwise affixed to them a legend in substantially and shall bear the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Shareholder Rights Agreement between CEC EntertainmentCarolina First Corporation and Carolina First Bank, Inc. and Computershare Trust Company, N.A.as Rights Agent, dated as of January 15November 9, 20141993, as it may be such is 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 CEC Entertainment, Inc. Carolina First Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. Carolina First Corporation will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliates or Beneficially Owned by any Person Associates thereof (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest Distribution Date or the earlier of the Distribution Redemption Date or the Final Expiration Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificates. In the event that the Company purchases or acquires any shares of Common Shares of the Company Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company Stock shall be deemed cancelled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares of the Company Stock which are no longer 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the close of business on (i) the tenth (10th) business day after the Shares Stock Acquisition Date (or, the Record Date, if the tenth business day after the Stock Acquisition Date occurs before the Record Date), or (ii) the tenth business day after the commencement of, or first public announcement of, the intent of any Person (other than the Company or any of its subsidiaries or any employee benefit plan of the Company or of any subsidiary of the Company or any Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such plan in such Person’s capacity as trustee) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer which would result in such Person becoming an Acquiring Person (including any such date day 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”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested 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 the Common Shares of the Company Stock as of the Close close of Business business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate for Rights, in substantially the form of Exhibit B A hereto (a the “Right CertificateRights Certificates”), evidencing one Right for each share of Common Share 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Preferred SharesCommon Stock, in substantially the form of attached hereto as Exhibit C hereto B (the “Summary of Rights”), by first-class, postage-postage prepaid mail, to each record holder of the Common Shares Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Shares of the Company or Book Entry Common Shares of the Company Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoCommon Stock. 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 or the transfer of any Book Entry Common Shares of the Company certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented therebyby such certificate.
(c) Certificates for Rights shall be issued in respect of all shares of Common Shares (or Book Entry Common Shares) Stock 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 earlier of the Distribution Date, the Redemption Date or the Final Expiration Date Date. Certificates representing such shares shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Rights Agreement between CEC Entertainment, Inc. AAR CORP. and Computershare Trust Company, N.A., N.A. dated as of January 15July 11, 2014, as it may be amended from time to time 2007 (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 CEC Entertainment, Inc. AAR CORP. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will may be redeemed, may expire or may be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. AAR CORP. will mail to the holder of this certificate a copy of the Rights Agreement without charge after promptly upon receipt of a written request therefor. As set forth in the AgreementUnder certain circumstances, Rights that are issued to, or were acquired held by, an Acquiring Person or Beneficially Owned by any Person (as defined in the Agreement) who becomes Associates or Affiliates of an Acquiring Person (as defined in the Rights Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) and any subsequent holder of such Rights may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company Stock represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any of such certificate or the transfer of any Book Entry Common Share certificates shall also constitute the transfer of the Rights associated with the Common Shares of the Company Stock represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Shares of the Company 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. 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 Rightscertificate.
Appears in 1 contract
Sources: Rights Agreement (Aar Corp)
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth (10th) day Business Day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as the Board of Directors, with the concurrence of the Audit Committee, shall determine) after the date of the commencement of (within the meaning of Rule 14d-2 under the Exchange Act), a tender or exchange offer the consummation of which would result in any Person's becoming an Acquiring Person (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 referred to in clauses (i) and (ii) of this Section 3(a) being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Ordinary Shares of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof (which certificates for Ordinary Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares Ordinary Shares. The Board of Directors of the Company may defer the date set forth in clause (ii) of the preceding sentence to a specified later date or to an unspecified later date, each to be determined by action of the Board of Directors of the Company. The foregoing or any provision to , with the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result concurrence of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementAudit Committee. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Ordinary Shares of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”)A hereto, evidencing one Right for each Common Ordinary Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On At the Record Date, or as soon as practicable thereafterrequest of any holder of Ordinary Shares, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) cause to be sent a copy of a Summary of Rights to Purchase Preferred Ordinary Shares, in substantially the form of attached hereto as Exhibit C hereto B (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 (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. With respect to certificates for Common Ordinary Shares of the Company or Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Ordinary Shares registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretothereof. 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 Ordinary Shares or the transfer of any Book Entry Common Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, Date shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby.
(c) Certificates issued for Common Ordinary Shares (or Book Entry Common Shares) which become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence certificates issued upon transfer or exchange of this paragraph (c)Ordinary Shares) 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, or written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an a Bonus Rights Agreement between CEC Entertainment, Inc. Tikcro Technologies Ltd. and Computershare Trust Company, N.A., the Rights Agent thereunder dated as of January 15September 12, 20142005, 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 CEC Entertainment, Inc. Tikcro Technologies Ltd. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. Tikcro Technologies Ltd. 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 AgreementUnder certain circumstances, Rights that are issued to Acquiring Persons or were acquired any Affiliate or Beneficially Owned by any Person Associate thereof (as such terms are defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) may become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Ordinary Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Ordinary Shares of the Company represented thereby. In the event that the Company purchases or acquires any Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the tenth earlier of (10thi) the fifteenth day after the Shares Acquisition Date or (ii) the fifteenth 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 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 a Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan) of a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (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”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in an Agreement between CEC EntertainmentW▇▇▇▇▇▇ Electronics, Inc. and Computershare Trust CompanyW▇▇▇▇ Fargo Bank Minnesota, N.A., dated as of January 15December 9, 20142003, as it may be amended from time to time (the “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 CEC EntertainmentW▇▇▇▇▇▇ Electronics, 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. CEC EntertainmentW▇▇▇▇▇▇ Electronics, Inc. will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. As set forth in the Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close of Business on the tenth (10th) day after the Shares Acquisition Date (including any such date Shares Acquisition Date which is after the date of this Agreement Plan and prior to the issuance of the Rights; ) (the “Distribution Date”), (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares Stock of the Company (or by Book Entry Common Shares of the Company) registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book entry form (which “Book Entry Shares”), by notation in book entry (such certificates for the Common Stock and Book Entry Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates or book entryCertificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger AgreementStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all necessary information and documents at the expense of the Companyrequested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share so held, subject held (other than with respect to adjustment as provided hereinRights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company Notwithstanding anything in this Plan to the contrary, a “Distribution Date” shall promptly notify not be deemed to have occurred solely as the Rights Agent in writing upon result of (i) the occurrence execution and performance of the Distribution DateMerger Agreement, the Redemption Date and/or CapitalSource Stock Option Agreement or the Final Expiration Date andVoting Agreements, if such notification is given orally(ii) the consummation of the Merger, or (iii) the consummation of any other transaction contemplated by the Merger Agreement, the Company 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 none of the Distribution Date, the Redemption Date CapitalSource Stock Option Agreement or the Final Expiration Date has occurredVoting Agreements.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directlyby first-class, or postage-prepaid mail at the expense address shown on the records of the Company, upon the written request ) to each record holder of Common Stock as of the Company and after providing all necessary information and documentsClose of Business on the Record Date, through the Rights Agent or the Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Series A Preferred SharesStock, 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 (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. With respect to certificates for Common Shares of the Company or Stock and Book Entry Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, Date the Rights will be evidenced by such certificates or Book Entry Shares registered in the names of the holders thereof together with a copy of the Summary of Rights attached theretoRights. Until the Distribution Date (or the earlier earliest of the Redemption Date, the Early Expiration Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares Stock or the transfer of any Book Entry Common Shares Share 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 Stock or Book Entry Share of the Company represented thereby.
(c) Certificates for such Common Shares (or Book Entry Common Shares) Stock 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, the Early Expiration Date or the Final 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 an Agreement the Tax Benefit Preservation Plan between CEC Entertainment, CapitalSource Inc. (the “Company”) and Computershare American Stock Transfer & Trust Company, N.A.LLC, dated as of January 15July 22, 20142013, as it may be amended from time to time (the “AgreementPlan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the AgreementPlan, such Rights (as defined in the AgreementPlan) will may be redeemed, may become exercisable for securities or assets of the Company, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become null and void (including if they are “Beneficially Owned” by an “Acquiring Person” or an “Affiliate” thereof, as such terms are defined in the Plan, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and will may no longer be evidenced by this certificate. CEC Entertainment, CapitalSource Inc. will mail to the holder of this certificate a copy of the Agreement Plan without charge after receipt of a written request therefor. As set forth in the AgreementPlan, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the AgreementPlan) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) of any Acquiring Person shall become null and void and non-transferablevoid. With respect to any Book Entry Common Shares of the CompanyShares, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of Until the Distribution Date, the Rights associated with the Common Shares Stock of the Company represented by such certificates and Book Entry Shares shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share (prior to the earliest of the Distribution Date, the Redemption Date, the Early Expiration Date or the Final Expiration Date) shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Shares Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares Stock of the Company which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement Plan or the rights of any holder of the Rights.
(d) Nothing in this Plan shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Plan by virtue of the execution and performance of the Merger Agreement, the CapitalSource Stock Option Agreement or the Voting Agreements or by virtue of the Merger or any of the other transactions contemplated by the Merger Agreement, the CapitalSource Stock Option Agreement or the Voting Agreements, including without limitation the consummation thereof.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of (i) the tenth (10th) day after the Shares Acquisition Date or (ii) 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 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 a tender or exchange offer, other than a Qualifying Offer, the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares of the Company aggregating 10% or more of the then outstanding Common Shares 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 being herein referred to as the "Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company (or by Book Entry 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 or book entryCertificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the Company. The foregoing or any provision to the contrary in this Agreement notwithstanding, a Distribution Date shall not occur or be deemed to have occurred as a result of the approval, execution, delivery or performance of the Merger Agreement or the announcement or consummation of the transactions contemplated thereby, in each case in accordance with, pursuant to and upon the terms and conditions of the Merger Agreement. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon 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 requested and provided with all the necessary information and documents at the expense of the Companyinformation, 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “"Right Certificate”"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of 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, the Redemption Date and/or the Final Expiration Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Final Expiration Date has occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (directly, or at the expense of the Company, upon the written request of the Company and after providing all necessary information and documents, through the Rights Agent or the Company’s transfer agent for the Common Shares) 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 (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Shares of the Company or Book Entry Common Shares of the Company 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 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 or the transfer of any Book Entry 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.
(c) Certificates for Common Shares (or Book Entry 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 have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following formlegend: This certificate also evidences and entitles the holder hereof to certain rights Rights as set forth in an the Rights Agreement between CEC Entertainment, Inc. Hercules Incorporated (the "Company") and Computershare Trust Company, N.A.Mellon Investor Services LLC (the "Rights Agent"), dated as of January 15August 4, 20142000, as amended and restated as of June 5, 2003, and 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 CEC Entertainment, Inc. the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. CEC Entertainment, Inc. The Company will mail to the holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. As set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned beneficially owned by any Person (as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Agreement) or an Associate or Affiliate thereof (each as defined in the Agreement) become null and void and non-transferable. With respect to any Book Entry Common Shares of the Company, such legend shall be included in the Ownership Statement in respect of such Common Share or in a notice to the record holder of such Common Share in accordance with applicable lawvoid. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry Common Share, until the earliest of the Distribution Date, the Rights associated with the Common Shares of the Company represented by such certificates shall be evidenced by such certificates or such Book Entry Common Shares (including any Ownership Statement) alone, and the surrender for transfer of any such certificate or the transfer of any Book Entry Common Share 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 Common Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares of the Company 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. 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.
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Sources: Rights Agreement (Hercules Inc)