Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 4 contracts
Sources: Rights Agreement (Yp Corp), Rights Agreement (Yp Corp), Rights Agreement (Yp Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Stock. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) , at the expense of the Company, by first-class, insured, postage-prepaid mail, ) to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Distribu- tion Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Company and Registrar and Transfer Company, as Rights AgentThe Bank of New York, dated as of May 6November 9, 2004 and 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 3 contracts
Sources: Rights Agreement (Ingersoll Rand Co), Rights Agreement (Ingersoll Rand Co), Rights Agreement (Ingersoll Rand Co)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date or or, if the tenth Business Day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date and (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 Person becomes an Acquiring Person) after the date of the commencement Commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including any such date 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock 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 be separate Right CertificatesCertificates or book entry, and (y) the Rights Right Certificates and the right to receive Right Certificates will be transferable only in connection transferred with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock 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) for each share ; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of Common Stock so heldphysical 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 Date, the Rights will be evidenced solely by such Right Certificates.
(b) On The Company may, if it so elects, send (directly or through the Record Date, Rights Agent or as soon as practicable thereafter, the Company will send Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any an Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as For the avoidance of the Record Datedoubt, until the Distribution Date, Date (or the Rights will be evidenced by such certificates registered in the names earlier of the holders thereof together with the Summary of Rights. Until the Distribution Redemption Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate for Common Stock 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 RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued Shares (or disposed of Book Entry Common Shares) that become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the penultimate sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis Section 3(c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between YP Corp. Eagle Bulk Shipping Inc., a corporation organized under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the "“Company") ”), and Registrar and Transfer Computershare Trust Company, as Rights AgentN.A., a national banking corporation, dated as of May 6June 22, 2004 and 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 this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as As set forth in the Rights Agreement, ------------------------------------------------------------ Rights that are or were acquired or beneficially owned (as defined in the Rights Agreement) by or transferred to any Person (as defined in the Rights Agreement) who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees or an Associate or Affiliate (each as defined in the Rights Agreement) thereof will become null ------------------------------------------------------------ and void and will no longer void. With respect to any Book Entry Common Share of the Company, such legend shall be transferableincluded 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 Ownership Statement or notice containing the foregoing legend delivered to holders of Book Entry Common Shares, until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates or such Book Entry Common 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, except as otherwise provided herein, certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock Shares of the Company 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 Agreement or the rights of any holder of the Rights.
Appears in 3 contracts
Sources: Rights Agreement (Eagle Bulk Shipping Inc.), Rights Agreement (Eagle Bulk Shipping Inc.), Rights Agreement
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date or or, if the tenth Business Day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date and (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 Person becomes an Acquiring Person) after the date of the commencement Commencement by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including any such date 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock 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 be separate Right CertificatesCertificates or book entry, and (y) the Rights Right Certificates and the right to receive Right Certificates will be transferable only in connection transferred with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock 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) for each share ; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of Common Stock so heldphysical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the related Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On The Company may, if it so elects, send (directly or through the Record Date, Rights Agent or as soon as practicable thereafter, the Company will send Company’s transfer agent for the Common Shares) a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any an Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as For the avoidance of the Record Datedoubt, until the Distribution Date, Date (or the Rights will be evidenced by such certificates registered in the names earlier of the holders thereof together with the Summary of Rights. Until the Distribution Redemption Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate for Common Stock 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 RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued Shares (or disposed of Book Entry Common Shares) that become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the penultimate sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis Section 3(c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following legendform: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement, by and between Terran Orbital Corporation, a Rights Agreement between YP Corp. Delaware corporation (the "“Company") ”), and Registrar and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of May 6March 4, 2004 and 2024, 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 this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as As set forth in the Rights Agreement, ------------------------------------------------------------ Rights that are or were acquired or beneficially owned (as defined in the Rights Agreement) by or transferred to any Person (as defined in the Rights Agreement) who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees or an Associate or Affiliate (each as defined in the Rights Agreement) thereof will become null ------------------------------------------------------------ and void and will no longer void. With respect to any Book Entry Common Share of the Company, such legend shall be transferableincluded 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 Ownership Statement or notice containing the foregoing legend delivered to holders of Book Entry Common Shares, until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the Rights associated with the Common Stock Shares of the Company represented by such certificates or such Book Entry Common 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, except as otherwise provided herein, certificate or the transfer of any Book Entry Common Share shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock Shares of the Company 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 Agreement or the rights of any holder of the Rights.
Appears in 3 contracts
Sources: Rights Agreement (Terran Orbital Corp), Rights Agreement (Terran Orbital Corp), Rights Agreement
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 20% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Stockholder Rights to Purchase Shares of Preferred StockAgreement, in substantially the form of Exhibit C hereto (the "Summary of RightsStockholder Rights Agreement"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of RightsStockholder Rights Agreement. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsStockholder Rights Agreement, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Stockholder Rights Agreement between YP Corp. Lamalie Associates, Inc. (the "Company") and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent, L.L.C. dated as of May November 6, 2004 and 1998 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Lamalie Associates Inc), Stockholder Rights Agreement (Lamalie Associates Inc)
Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later other calendar day, if any, as the Board of Directors may determine in its sole discretion) after the date as may 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 determined the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding or (iii) the determination by action of the Board of Directors of the Company prior Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (including any such time as any Person becomes an Acquiring Person) date which is after the date of this Agreement and prior to the commencement by any Person (other than an Exempt Person) of, or issuance of the first public announcement of the intention of such Person (other than an Exempt PersonRights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Westbank Corp), Shareholder Rights Agreement (Westbank Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Personthe 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 such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) 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 or, in the case of the Grandfathered Shareholders, becoming the Beneficial Owner of an aggregate number of then outstanding Common Shares which would exceed the applicable Grandfathered Limit (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates date being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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"), ---------- Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Close of Business on 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 RightsRights attached thereto. Until the Close of Business on the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Close of Business on the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented Shares evidenced thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after Close of Business on the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer the Redemption Date or the Close 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 Business on the Record Date but prior to the earlier of the Distribution Date and 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 YP Corp. (the "Company") General Growth Properties, Inc. and Registrar and Transfer CompanyNorwest Bank Minnesota, N.A., as Rights Agent, dated as of May 6November 18, 2004 and as 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 the Company. General Growth Properties, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company General Growth Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights that are or were acquired or beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person Persons (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Close of Business on the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (General Growth Properties Inc), Rights Agreement (General Growth Properties Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof (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 Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, subject to Section 11(a)(ii) hereof, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred only by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. Dor BioPharma, Inc. (the "“Company"”) and Registrar and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 6June 22, 2004 2007 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, 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 earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Dor Biopharma Inc), Rights Agreement (Dor Biopharma Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 10% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. First National Bancorp, Inc. (the "Company") and Registrar ▇▇▇▇▇▇ Trust and Transfer CompanySavings Bank, as Rights Agent, dated as of May 6November 14, 2004 and 1996, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableAND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (First National Bancorp Inc /Il/), Rights Agreement (First National Bancorp Inc /Il/)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock 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 Board of Directors of the Company prior to such time as taken before any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than any Exempt Person), the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including with respect to both clauses (i) and (ii) any such date which is after the date of this Agreement and prior to the issuance of the Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with and will be transferred by the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares 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) for each share of Common Stock so heldin this Agreement. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Stockholder Rights to Purchase Shares of Preferred StockAgreement, 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.of
Appears in 2 contracts
Sources: Rights Agreement (Lasersight Inc /De), Rights Agreement (Lasersight Inc /De)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Share 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 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 an Exempt the Company or a Related Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence), a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the ------------- names of the holders thereof and not (or by separate Book Entry shares in respect of such Common Stock), which certificates shall be deemed also to be Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the Common Stock and (z) the transfer of any shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedso requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock (or Book Entry shares of Common 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 (or such Book Entry shares) together with a copy of the Summary of Rights. Until the Distribution Date (or, or if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of delivered by the Company (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof22, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendlegend or such similar legend as the Company may deem appropriate and 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 quotation system on which the shares of Common Stock 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 as set forth in a the Rights Agreement between YP Corp. (the "Rent-A-Center, Inc. and American Stock Transfer & Trust Company") and Registrar and Transfer Company, LLC, as Rights Agent, dated as of May 6March 28, 2004 and 2017, as 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 Rent-A-Center, Inc. The Rights are not exercisable prior to the Companyoccurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and will no longer be evidenced by this certificateCertificate. The Company American Stock Transfer & Trust Company, LLC will mail to the holder of this certificate 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 acquired or beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain their transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(c)3, the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Rent a Center Inc De), Rights Agreement (Rent a Center Inc De)
Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would become an Acquiring Person, including any such date which is after the date of this Agreement and prior to the issuance of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person Rights (the earlier earliest of such dates being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company or, in the case of uncertificated shares of Common Stock of the Company registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares (which certificates and notations, as applicable, will also be deemed to be certificates or notations for Rights), and not by separate Right Certificatescertificates or notations, as applicable, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. Stock of the Company.
(b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(bc) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights and Book Entry Shares, as applicable, outstanding prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company or such Book Entry Shares on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate for shares of Common Stock outstanding on of the Record Date, Company (with or without a copy of the Summary of Rights, ) outstanding prior to the date of this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate or Book Entry Share.
(cd) Rights shall will be issued in respect of all shares of Common Stock of the Company that are issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or whether as an original issuance or reissuance of Common Stock out of authorized but unissued sharesfrom the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for the 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) the Company issued after the Record Date Date, but prior to the earlier of the Distribution Date and or the 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 substantially in the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Stockholder Rights Agreement between YP Corp. Magenta Therapeutics, Inc. and Computershare Trust Company, N.A. (the "Company") and Registrar and Transfer Companyor any successor Rights Agent), as Rights Agent, dated as of May 6March 31, 2004 and 2023, as 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 Magenta Therapeutics, Inc. and the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Magenta Therapeutics, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. Magenta Therapeutics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned issued to or held by Acquiring Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to any Book Entry Shares, a legend in substantially similar form will no longer be transferableincluded in a notice to the record holder of such shares in accordance with applicable law. -------------------------------------------------- With respect to such certificates for shares of Common Stock of the Company or Book Entry Shares, as applicable, containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, (i) the Rights associated with the shares of Common Stock of the Company represented by such certificates shall or Book Entry Shares will be evidenced solely by such certificates aloneor Book Entry Shares, (ii) the registered holders of shares of Common Stock of the Company will also be the registered holders of the associated Rights and (iii) the surrender for transfer of any such certificate, except as otherwise provided herein, shall certificates or Book Entry Shares (with or without a copy of the Summary of Rights) will also constitute the transfer of the Rights associated with the shares of Common Stock of the Company represented thereby. Notwithstanding this Section 3(d), the omission of the legend required hereby, the inclusion of a legend that makes reference to a rights agreement other than this Agreement or the failure to provide notice thereof will not affect the enforceability of any part of this Agreement or the rights of any holder of Rights.
(e) In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that of the Company which are no longer outstanding. Notwithstanding this The failure to print the legend referred to in Section 3(c), 3(d) on any such certificate representing Common Stock of the omission of a legend Company or any defect therein shall not ------------- affect in any manner whatsoever the enforceability application or interpretation of any part the provisions of this Agreement Section 7(e) hereof.
(f) The Company will make available, or cause to be made available, promptly after the rights Record Date, a copy of the Summary of Rights to any holder of Rights who may so request from time to time prior to the RightsExpiration Date.
Appears in 2 contracts
Sources: Stockholder Rights Agreement, Stockholder Rights Agreement (Magenta Therapeutics, Inc.)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day after the date on which the Stock Acquisition Date Time occurs, or (ii) the tenth Business Day (or such specified or unspecified 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Common Shares of the Company which, together with the Common Shares already owned by such Person, would, upon consummation of which would thereof, result in any Person (other than an Exempt Person) such 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 described in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof of Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 hereinherein and to the provisions of Section 14
(a) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, 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 Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares 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 Shares registered in the names of the holders thereof together of Common Shares with a copy of the Summary of RightsRights attached thereto. Until the earliest of the Distribution Date (or, if earlierDate, the Expiration Date and the Final Expiration Date), the surrender for transfer of any certificate of the certificates for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented therebyby such certificate.
(c) Rights shall be Certificates issued in respect by the Company for Common Shares (whether upon transfer of all shares of outstanding Common Stock issued or disposed of (includingStock, without limitation, upon disposition of Common Stock out of treasury stock or original issuance or reissuance of Common Stock out of authorized but unissued sharesdisposition from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: 6 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. P▇▇▇▇▇ Dodge Corporation (the "CompanyCorporation") and Registrar and Transfer Company, as Rights AgentThe Chase Manhattan Bank, dated as of May 6February 5, 2004 1998, 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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company 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. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) may be null and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates.
Appears in 2 contracts
Sources: Rights Agreement (Phelps Dodge Corp), Rights Agreement (Phelps Dodge Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Personthe 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 such any Person (other than an Exempt Personthe 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 (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereofhereto) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided hereinadjustment) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Grey Wolf Inc), Rights Agreement (Grey Wolf Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date date, if any, 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(upon approval by a majority of the Continuing Directors) after the date of the commencement by any Person (other than an Exempt Personthe 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 such any Person (other than an Exempt Personthe 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 (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, Certificates and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(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 a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, 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 Stock 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 any Acquiring Person), at the address of such holder shown on the records of the CompanyExpiration Date. With respect to certificates for Common Stock Shares 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 of the Summary of associated Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy Shares in respect of the Summary of Rights, which Rights have been issued shall also constitute the transfer of the Rights associated with the such Common Stock represented therebyShares.
(c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesfrom the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with the Redemption Date or the Expiration Date. Certificates representing such Common Stock Shares shall be deemed canceled and retired so that bear the Company shall not be entitled to exercise any Rights associated with the Common 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 Agreement or the rights of any holder of the Rights.following legend:
Appears in 2 contracts
Sources: Rights Agreement (Cytogen Corp), Rights Agreement (Cytogen Corp)
Issue of Right Certificates. (a) Until From the date hereof until the earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof 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 first public announcement shares of Common Stock of the intention Company then outstanding or (iii) the determination by the Board of such Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (other than an Exempt Personincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Corp. (the "Company") Courier Corporation and Registrar State Street Bank and Transfer Trust Company, as Rights Agent, dated as of May 6March 18, 2004 and 1999, as amended amended, restated, renewed 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 Courier Corporation and the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Courier Corporation may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Courier Corporation will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreementissued to or held by Acquiring Persons, ------------------------------------------------------------ Rights owned by Adverse Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 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 (Courier Corp), Shareholder Rights Agreement (Courier Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any such Person (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto hereto, prior to the amendment hereof (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights (the "Rights") as set forth in a Rights Agreement between YP Corp. (the "Company") Intuit Inc. and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.American
Appears in 2 contracts
Sources: Rights Agreement (Intuit Inc), Rights Agreement (Intuit Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of --------------------------- (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 10% or more of the Common Stock then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred 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 Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") AGL Resources Inc., a Georgia corporation, and Registrar and Transfer CompanyWachovia Bank of North Carolina, as Rights AgentN.A., a North Carolina corporation, dated as of May March 6, 2004 and 1996 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. AGL Resources Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company AGL Resources Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Agl Resources Inc), Rights Agreement (Agl Resources Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date Date, or (ii) the tenth Business Day (Day, or such specified or unspecified 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) Company, after the date of the commencement of (as determined by reference to Rule 14d-2 (a), as now in effect under the Exchange Act), or first public announcement of the intent of any Person (other than an Exempt Person) ofthe 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 such Subsidiary as a fiduciary pursuant to the terms of the first public announcement of the intention of any such Person (other than an Exempt Personemployee benefit plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Common Stock of the consummation Company which, together with the shares of such stock already owned by such Person, constitutes 20% or more of the outstanding Common Stock of the Company (including any such date which would result in any Person (other than an Exempt Personis after the date of this Agreement and prior to the issuance of the Rights) becoming an Acquiring Person (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock registered in the ------------- names of the holders thereof of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, insured, postage-prepaid mail, to each record holder of Common 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"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein and to the provisions of Section 14(a). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together of Common Stock with a copy of the Summary of RightsRights attached thereto. Until the earliest of the Distribution Date (or, if earlierDate, the Expiration Date and the Final Expiration Date), the surrender for transfer of any certificate of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued (or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. Programmer's Paradise, Inc. (the "CompanyCorporation") and Registrar and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 6November ___, 2004 and as 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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company 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. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) may be null and certain transferees thereof will become null ------------------------------------------------------------ void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates.
Appears in 2 contracts
Sources: Rights Agreement (Programmers Paradise Inc), Rights Agreement (Programmers Paradise Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Personthe 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 such any Person (other than an Exempt Personthe 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 (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof Shares and not by separate Right CertificatesCertificates and the registered holders of the Common Shares shall be deemed to be the registered holders of the associated Rights, and (y) the Rights will be transferable only in connection with the transfer of the associated Common StockShares. On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.
(b) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(bc) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates Certificates for Common Stock Shares which become outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") Fortune Brands, Inc. and Registrar and Transfer Company, as Rights AgentFirst Chicago Trust Company of New York, dated as of May 6November 19, 2004 and as 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 the Company. Fortune Brands, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Fortune Brands, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. .
(d) In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Fortune Brands Inc), Rights Agreement (Fortune Brands Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership or becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for representing Common Stock (or Book Entry shares of Common 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 the Summary of Rights(or such Book Entry shares). Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for representing Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration DateDate or, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Oramed Pharmaceuticals Inc. (the "“Company"”) and Registrar and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of May 6November 17, 2004 2025 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the such shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Oramed Pharmaceuticals Inc.), Rights Agreement (Oramed Pharmaceuticals Inc.)
Issue of Right Certificates. (a) Until From the date hereof until the earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would become an Acquiring Person, or (iii) the determination by the Board of Directors of the first public announcement 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 intention of such Person (other than an Exempt PersonRights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Corp. (the "Company") Wym▇▇-▇▇▇▇▇▇ ▇▇mpany and Registrar State Street Bank and Transfer Trust Company, as Rights Agent, dated as of May 6October 21, 2004 and 1998, as amended amended, restated, renewed 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 Wym▇▇-▇▇▇▇▇▇ ▇▇mpany and the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Wym▇▇-▇▇▇▇▇▇ Company may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. Wym▇▇-▇▇▇▇▇▇ ▇▇mpany will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreementissued to or held by Acquiring Persons, ------------------------------------------------------------ Rights owned by Adverse Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 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 (Wyman Gordon Co), Shareholder Rights Agreement (Wyman Gordon Co)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or or, unless the Distribution Date shall have previously occurred, such later date as may be determined specified by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date", ”; provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement Plan and on or prior to before the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) solely by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any 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 CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificateone or more right certificates, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock. Any failure to send a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Stock. With respect to certificates for representing Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with (or the Summary of RightsBook Entry shares). Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate or Book Entry shares.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to before the earlier of the Distribution Date and the Expiration Date, Date (or in certain circumstances provided in Section 22 hereof, after the Distribution Date). Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to before the earlier of the Distribution Date and the Expiration Date (or in certain circumstances provided in Section 22 hereof, after the Distribution Date) shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement Tax Benefit Preservation Plan between YP Corp. Autobytel Inc. (the "“Company"”) and Registrar and Transfer Computershare Trust Company, N.A., as Rights Agent, dated as of May 626, 2004 2010 and as amended from time to time (the "Rights Agreement"“Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights AgreementPlan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Plan without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights AgreementPlan, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ AgreementPlan) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to certificates containing the foregoing legend or Book Entry shares, the holders of which were delivered (or otherwise had) notice of the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced solely by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a the legend required hereby, nor the failure to deliver the notice of such legend, shall not ------------- affect the enforceability of any part of this Agreement Plan or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Tax Benefit Preservation Plan, Tax Benefit Preservation Plan (Autobytel Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock 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 Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) day after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer the consummation of which would result in by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) becoming an Acquiring Person for 25% or more of the outstanding Shares (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stocksuch Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent Agents will, if requested, sendsend at the Company's expense) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, 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 Stock 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 any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date (or, if earlier, the earlier of the Redemption Date or Final Expiration 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 RightsRights attached thereto. Until the Distribution Date (or, if earlier, the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect Certificates for Shares of all shares of Common Stock issued or disposed of the Company which become outstanding (including, without limitation, upon disposition reacquired Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") Green Mountain Power Corporation and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights AgentL.L.C., dated as of May 6June 17, 2004 and as 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 the CompanyGreen Mountain Power 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. The Company Green Mountain Power 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 circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by issued to, or transferred to held by, any Person who is is, was or ------------------------------------------------------------ becomes an Acquiring Person Person, including Affiliates or Associates thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock of its Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Green Mountain Power Corp), Rights Agreement (Green Mountain Power Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. Fidelity Bancorp, Inc. (the "Company") and Registrar ▇▇▇▇▇▇ Trust and Transfer CompanySavings Bank, as Rights Agent, dated as of May 6February 18, 2004 and 1997, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Fidelity Bancorp Inc /De/), Rights Agreement (Fidelity Bancorp Inc /De/)
Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the earlier of tenth calendar day after the Stock Acquisition Date (i) or, if the tenth day after the Stock 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 may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, that a tender or exchange offer by any Person is first published or sent or given within the meaning of Rule 14d- 2 of the Exchange Act Regulations, the consummation of which would result in Beneficial Ownership by a Person of fifteen percent (15%) or more of the outstanding Common Stock (including any Person (other than an Exempt Personsuch date that is after the date of this Agreement and prior to the issuance of the Rights) becoming an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock registered in the ------------- names of the holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including a transfer to the Company). The Company will notify the Rights Agent as soon as practicable of the occurrence of a Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insuredclass mail, postage-prepaid mailprepaid, to each record holder of shares of Common Stock as of the close Close of business Business on the Distribution Date, or, with respect to 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 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 attached as Exhibit B hereto (a the "Right Certificate"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to 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(p), 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)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (calculated in accordance with Section 14(a)). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of 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 the Summary of Rightsthereof. Until the earlier of the Distribution Date (or, if earlier, or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the such shares of Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date, or in certain circumstances as provided in Section 22 hereof22, 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) issued after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date (including, without limitation, reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) 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 the Rights Agreement between YP Corp. OraPharma, Inc. (the "Company") and Registrar and Transfer CompanyStockTrans, as Inc. (the "Rights Agent"), dated as of May 6August 1, 2004 and as amended from time to time 2002 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge after charge, promptly following receipt of a written request therefor. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by issued to, or transferred to held by, any Person who is is, was or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, any Rights associated with such shares of Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Orapharma Inc), Rights Agreement (Orapharma Inc)
Issue of Right Certificates. (a) Until the Close close of Business business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (including any such date which is after the Declaration Date even if prior to the Record Date), and (ii) the tenth Business Day (or such later date day 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 an Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempt Persona Company Entity) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) person becoming an Acquiring Person (the earlier of such the dates referred to in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 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 Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates) will be transferable only in connection simultaneously and together with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, subject to Section 11(a)(iii) hereof, the Company will shall prepare and execute, execute and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate Distribution Date, as shown by the records of any Acquiring Person)the Company, at the address of such holder shown on such records, a right certificate, substantially in the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates and may be transferred only by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
(b) As soon as practicable after the date of this Amended and Restated Agreement, the Company will mail a copy of the Summary of Rights to Purchase Common Stock in the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, as shown by the records of the Company, at the address of such holder shown on such records. With respect to certificates for Common 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 (whether or not such certificates contain the Summary legend contemplated by Section 3(c) of Rightsthe 1989 Rights Agreement). Until the Distribution Date (or, if earlier, or the Expiration Dateearlier redemption or expiration of the Rights), the surrender for transfer of any certificate for Common Stock outstanding as of the close of business on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the shares of Common 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) Rights shall be issued in respect of all shares of Common Stock issued or disposed that become outstanding after the date of (includingthis Amended and Restated Agreement and prior to the earlier of the Distribution Date and the Expiration Date, without limitation, upon disposition and all certificates for shares of Common Stock out of treasury stock issued or issuance or reissuance of Common Stock out of authorized but unissued shares) which become outstanding after the Record Date date of this Amended and Restated Agreement but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") Southwestern Energy Company and Registrar and Transfer Company, as Rights AgentFirst Chicago Trust Company of New York, dated as of May 65, 2004 1989, as amended by the Amended and Restated Rights Agreement dated as of April 12, 1999 and as amended it may 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 the Southwestern Energy Company. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The 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. Under ----- certain circumstances, as set forth circumstances provided for in the Rights Agreement, ------------------------------------------------------------ Rights issued to, or beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will or any subsequent holder of such Rights shall become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightsvoid.
Appears in 2 contracts
Sources: Rights Agreement (Southwestern Energy Co), Rights Agreement (Southwestern Energy Co)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (ii) the tenth Business Day such date (or prior to such later date time as any Person becomes an Acquiring Person), if any, 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) who satisfies the conditions described in clauses (ii) and (iii) of the definition of “Acquiring Person” and has not publicly announced an intent to hold such Person’s Beneficially Owned shares of Common Stock in such a way as would cause the condition described in clause (iv) of the definition of “Acquiring Person” to not be satisfied, having beneficial ownership or becoming an Acquiring Person the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for representing Common Stock (or Book Entry shares of Common 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 (or such Book Entry shares) together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for representing Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Scientific Games Corporation (the "“Company"”) and Registrar and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 6June, 2004 19, 2017, and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate thereof (in each case as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Scientific Games Corp), Rights Agreement (Scientific Games Corp)
Issue of Right Certificates. (a) Until From the date hereof until the earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof 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 first public announcement shares of Common Stock of the intention Company then outstanding or (iii) the determination by the Board of such Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (other than an Exempt Personincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Andover Bancorp Inc), Shareholder Rights Agreement (Andover Bancorp Inc)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date Time, or (ii) the tenth Business Day (Day, or such specified or unspecified 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) Company, after the date of the commencement of (as determined by reference to Rule 14d-2(a), as in ef fect under the Exchange Act on the Record Date), or first public announcement of the intent of any Person (other than an Exempt Person) ofthe 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 such Subsidiary as a fiduciary pursuant to the terms of the first public announcement of the intention of any such Person (other than an Exempt Personemployee benefit plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Common Stock of the consummation Company which, together with the shares of such stock already beneficially owned by such Person, constitutes 15% or more of the outstanding Common Stock of the Company (including any such date which would result in any Person (other than an Exempt Personis after the date of this Agreement and prior to the issuance of the Rights) becoming an Acquiring Person (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock registered in the ------------- names of the holders thereof of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights right to receive Right Certifi cates will be transferable only in connection with ▇▇▇▇ the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, insured, postage-prepaid mail, to each record holder of Common 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 CertificateCer tificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein and to the provisions of Section 14(a) hereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together of Common Stock with a copy of the Summary of RightsRights attached thereto. Until the earliest of the Distribution Date (or, if earlierDate, the Expiration Date and the Final Expiration Date), the surrender for transfer of any certificate of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued (or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. (the "Company") Company and Registrar and Transfer Company, as Rights Agent, The Chase Manhattan Bank dated as of May 6December 12, 2004 and as amended from time to time 1996 (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 AgreementAgree ment, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as cir cumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute consti tute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates.
Appears in 2 contracts
Sources: Rights Agreement (Owens Corning), Rights Agreement (Owens Corning)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) ofthe Company, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), at the address of such holder shown on the records Subsidiary 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 share of Common Stock so held. As any employee benefit plan of the Distribution Date, Company or of any Subsidiary of the Rights will be evidenced solely by such Right Certificates.Company or any entity holding Common Shares for or pursuant to the terms of any such
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder 7 of Common Stock Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Final Expira- tion 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") Offshore Logistics, Inc. and Registrar and Transfer CompanyChemical Mellon Shareholder Services, as Rights AgentL.L.C., dated as of May 6February 29, 2004 and as amended from time to time 1996 (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. Offshore Logistics, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Offshore Logistics, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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 Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.evidenced
Appears in 2 contracts
Sources: Rights Agreement (Offshore Logistics Inc), Rights Agreement (Offshore Logistics Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth calendar day after the Stock Shares Acquisition Date or (ii) the close of business on the tenth Business Day calendar 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 an Exempt Person) ofby, or of the first public announcement of the intention intent of any Person (in each case 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 shares of Common Stock of the Company for or pursuant to the terms of such Person (other than an Exempt Personplan) to commence, a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the ------------- names of the holders thereof (which certificates also shall be deemed to be Right Certificates) and not by separate Right Certificates, and (yB) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, execute and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postagepostage pre-prepaid paid mail, to each record holder of Common 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 Certificatecertificate, in substantially the form of set forth in Exhibit B attached hereto (a "Right Certificate"), ---------- evidencing representing one Right (subject to adjustment as provided herein) for each share of Common 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.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of set forth in Exhibit C attached hereto (the "Summary of Rights"), --------- by first-class, postagepostage pre-prepaid paid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced represented by such certificates registered in the names of the holders thereof thereof, together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date and or the Final Expiration Date, or or, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: "This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Philips International Realty Corp. (the "Company") and Registrar and Transfer CompanyBankBoston, as Rights AgentN.A., dated as of May 6March 31, 2004 and as 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 the Company. Philips International Realty Corp.. Under certain circumstances, as circumstances set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Philips International Realty Corp. will mail to the holder of this certificate a copy of the Rights Agreement as in effect on the date of mailing without charge charge, after receipt of a written request therefor. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect void." After the due execution of any supplement or amendment to such certificates containing this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend, until legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates containing the foregoing legend shall be evidenced represented by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 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 (Philips International Realty Corp), Shareholder Rights Agreement (Philips International Realty Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or or, unless the Distribution Date shall have previously occurred, such later date as may be determined specified by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date", ”; provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement Plan and on or prior to before the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) solely by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any 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 CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificateone or more right certificates, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock. Any failure to send a copy of the Summary of Rights shall not invalidate the Rights or affect their transfer with the Common Stock. With respect to certificates for representing Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders thereof together with (or the Summary of RightsBook Entry shares). Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate or Book Entry shares.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to before the earlier of the Distribution Date and the Expiration Date, Date (or in certain circumstances provided in Section 22 hereof, after the Distribution Date). Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to before the earlier of the Distribution Date and the Expiration Date (or in certain circumstances provided in Section 22 hereof, after the Distribution Date) shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement Tax Benefit Preservation Plan between YP Corp. Radian Group Inc. (the "“Company"”) and Registrar and Transfer CompanyThe Bank of New York Mellon, as Rights Agent, dated as of May 6October 9, 2004 2009 and as amended from time to time (the "Rights Agreement"“Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights AgreementPlan, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Plan without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights AgreementPlan, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ AgreementPlan) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the registered holder of such shares in accordance with applicable law. With respect to certificates containing the foregoing legend or Book Entry shares, the holders of which were delivered (or otherwise had) notice of the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced solely by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a the legend required hereby, nor the failure to deliver the notice of such legend, shall not ------------- affect the enforceability of any part of this Agreement Plan or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Radian Group Inc)
Issue of Right Certificates. (a) Until the Close close of Business business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (including any such date which is after the Declaration Date even if prior to the Record Date), and (ii) the tenth Business Day (or such later date day 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 an Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempt Persona Company Entity) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person acquiring (when added to any equity securities as to which such Person (other than an Exempt Personis the Beneficial Owner immediately prior to such commencement) becoming an Acquiring Person Beneficial Ownership of 10% or more of the issued and outstanding shares of Common Stock (the earlier of such the dates referred to in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 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 Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates) will be transferable only in connection simultaneously and together with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, subject to Section 11(a)(iii) hereof, the Company will shall prepare and execute, execute and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of the Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate Distribution Date, as shown by the records of any Acquiring Person)the Company, at the address of such holder shown on such records, a right certificate, substantially in the form of Exhibit A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates and may be transferred only by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.
(b) Following the Record Date, the Company will make available the Summary of Rights to Purchase Preferred Shares (the "Summary of Rights"), upon the request of any record holder of the Common Stock as of the close of business on the Record Date or thereafter, as shown by the records of the Company. With respect to certificates for Common Stock outstanding as of the close of business on the Record Date 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 (whether or not such certificates contain the Summary legend contemplated by Section 3(c) of Rightsthe Rights Agreement, dated as of November 21, 1990, by and between Fleet/Norstar Financial Group, Inc. and Fleet National Bank, as Rights Agent). Until the Distribution Date (or, if earlier, or the Expiration Dateearlier redemption or expiration of the Rights), the surrender for transfer of any certificate for Common Stock outstanding as of the close of business on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the shares of Common 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) Rights shall be issued in respect of all shares of Common Stock issued or disposed that become outstanding after the Record Date and prior to the earlier of (includingthe Distribution Date and the Expiration Date, without limitation, upon disposition and all certificates for shares of Common Stock out of treasury stock issued or issuance or reissuance of Common Stock out of authorized but unissued shares) which become outstanding after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") FleetBoston Financial Corporation and Registrar and Transfer CompanyEquiServe, as Rights AgentLP, dated as of May 6August 16, 2004 and 2000, as amended it may from time to time be 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 the CompanyFleetBoston Financial Corporation. Under certain circumstances, circumstances as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company FleetBoston Financial Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge within ten business days after receipt of a written request therefor. Under ----- certain circumstances, as set forth circumstances provided for in the Rights Agreement, ------------------------------------------------------------ Rights issued to or beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will or any subsequent holder of such Rights may become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightsvoid.
Appears in 2 contracts
Sources: Rights Agreement (Fleetboston Financial Corp), Rights Agreement (Fleetboston Financial Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date or and (ii) the later of (A) 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 Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer or intention to commence a tender or exchange offer by any Person (other than an Exempt Personthe 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 Shares for or pursuant to the terms of any such plan in a fiduciary capacity) ofis first published, announced, sent, or given within the meaning of Rule 14d-4(A) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of which tender or exchange offer would result in any Person becoming the Beneficial Owner of Common Shares aggregating 20% or more of the intention of then outstanding Common Shares, or (B) if such Person (other than an Exempt Person) to commence, a tender or exchange offer has been published, announced, sent, or given before the consummation date this Rights Agreement was entered into, then the close of which would result in business on the tenth Business Day after the date this Rights Agreement was entered into (or such later date as may be determined by action of the Board of Directors prior to such time as any Person (other than an Exempt Person) becoming becomes an Acquiring Person (Person; the earlier of such dates referred to in (i) and (ii) of this subsection (a), which date may include any such date which is after the date of this Agreement but prior to the issuance of the Rights, being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common StockShares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)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 "“Right Certificate"”), ---------- evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares Common Shares of Common Stock the Company that become outstanding (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from treasury) after the Record Date but prior to the earlier of the Distribution Date and Date, the Expiration Redemption Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Final Expiration Date. Certificates issued ---------- for Common Stock Shares of the Company which become outstanding (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock whether originally issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") DOUBLE EAGLE PETROLEUM CO., and Registrar and Transfer CompanyCOMPUTERSHARE TRUST COMPANY, as Rights Agent, N.A. dated as of May 6August 24, 2004 and as 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 the CompanyDOUBLE EAGLE PETROLEUM CO. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company DOUBLE EAGLE PETROLEUM CO., will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefore. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is is, was, or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate therefore (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain or specified transferees thereof will of such Acquiring Person (or Affiliate or Associate thereof), may become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- After the Record Date but prior to the earlier of the Distribution Date, the Redemption Date, and the Final Expiration Date, if new certificate(s) representing Common Shares of the Company are issued in connection with the transfer, split up, combination or exchange of certificate(s) representing Common Shares of the Company or if new certificate(s) representing Common Shares of the Company are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen, then such new certificate(s) shall bear the foregoing legend. With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 (Double Eagle Petroleum Co), Rights Agreement (Double Eagle Petroleum Co)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of --------------------------- (i) the tenth day after the Stock Unit Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company General Partner prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, commence a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Units aggregating 15% or more of the Units then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights ----------------- (other than those held by the General Partner) will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Units registered in the ------------- names of the holders thereof and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of Common StockUnits (or the transfer of the General Partner's interest in the Partnership). As soon as practicable after the Distribution Date, the Company Partnership will prepare and execute, the Rights Agent will countersign, and the Company Partnership will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to (i) each record holder of Common Stock Units 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.the
(b) On the Record Date, or as soon as practicable thereafter, the Company Partnership will send a copy of a Summary of Rights to Purchase Shares of Preferred StockUnits, 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 Stock Units as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the CompanyPartnership. With respect to certificates for Common Stock Units outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Units outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Units represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock Units (including, without limitation, upon transfer of outstanding Common StockUnits, disposition of Common Stock Units out of Units held in treasury stock or issuance or reissuance of Common Stock Units out of authorized but unissued sharesUnits) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") ▇▇▇▇▇▇ Chemicals and Registrar Plastics Limited Partnership and Transfer Company, as Rights Agent, ▇▇▇▇▇▇ Trust and Savings Bank dated as of May 6April 8, 2004 and 1997 as the same may be amended from time to time (the "Rights Agreement"), the terms of which ---------------- are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company▇▇▇▇▇▇ Chemicals and Plastics Limited Partnership. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ▇▇▇▇▇▇ Chemicals and Plastics Limited Partnership 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 Date, the Rights associated with the Common Stock Units represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock Units represented thereby. In the event that the Company Partnership purchases or otherwise acquires any Common Stock Units after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Units shall be deemed canceled cancelled and retired so that the Company Partnership shall not be entitled to exercise any Rights associated with the Common Stock that Units 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 Agreement or the rights of any holder of the Rights.
Appears in 2 contracts
Sources: Rights Agreement (Borden Chemicals & Plastics Limited Partnership /De/), Rights Agreement (Borden Chemicals & Plastics Limited Partnership /De/)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Stock 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 Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of the intention of such which would result in beneficial ownership by a Person (other than an Exempt Person) of 15% or more of the outstanding Common Shares (including any such date that is after the date of this Agreement and prior to commence, a tender or exchange offer the consummation issuance of which would result in any Person (other than an Exempt Personthe Rights) becoming an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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")A, ---------- evidencing one Right (for each Common Share so held, subject to adjustment adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) for each share hereof, at the time of Common Stock distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so heldthat Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares 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 the Summary of Rightsthereof. Until the earlier of the Distribution Date (or, if earlier, the or Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the or Final Expiration Date, or in certain circumstances provided in Section 22 hereof22, 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) Shares issued after the Record Date but prior to the earlier of the Distribution Date and or the Final Expiration Date (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) 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 an Amended and Restated Rights Agreement between YP Corp. Crown Holdings, Inc. (the "“Company"”) and Registrar and Transfer Company▇▇▇▇▇ Fargo Bank, N.A. as Rights Agent, dated as of May 6December 9, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. Under ----- certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as set forth such terms are defined 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 any subsequent holder of such Rights may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 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 earlier of (i) the Close of Business on the tenth day after the Stock 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 Board of Directors of the Company prior to such time as taken before any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than any Exempt Person), the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including with respect to both clauses (i) and (ii) any such date which is after the date of this Agreement and prior to the issuance of the Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with and will be transferred by the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company and provided with all necessary information, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares 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 hereto (a "Right Certificate"), ---------- evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share of Common Stock so heldin this Agreement. 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 and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purpose that the Distribution Date has not occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Shareholder Rights to Purchase Shares of Preferred StockAgreement, 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 Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares. With respect to certificates for Common Stock Shares 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. Until the Close of Business on the Distribution Date (or, if earlierearlier than the Distribution Date, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy earlier of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.Redemption
(c) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of Shares (including, without limitation, upon disposition certificates issued in respect of reacquired Common Stock out Shares referred to in the last sentence of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. Pharmchem Laboratories, Inc., a California corporation (the "Company") ), and Registrar and Transfer CompanyChaseMellon Shareholder Services, as L.L.C., a New Jersey limited liability company (the "Rights Agent"), dated as of May 6November 30, 2004 and as 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS HELD BY A PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, ------------------------------------------------------------ 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 transferableWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that If the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to before the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 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 earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "Company") Valmont Industries, Inc. and Registrar and Transfer CompanyFirst National Bank of Omaha, as Rights Agent, dated as of May 6December 19, 2004 and 1995 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Valmont Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Valmont 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. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be 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 first public announcement shares of Common Stock of the intention Company then outstanding or (iii) the determination by the Board of such Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (other than an Exempt Personincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Zoll Medical Corporation)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any such Person (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights (the "Rights") as set forth in a Rights Agreement between YP Corp. (the "Company") Integrated Device Technology, Inc. and Registrar and Transfer CompanyBankBoston, as Rights AgentN.A., dated as of May 6December 21, 2004 and 1998, as such may subsequently 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. Integrated Device Technology, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Integrated Device Technology, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth As described in Section 11(a)(ii) of the Rights Agreement, ------------------------------------------------------------ Rights beneficially 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 other Persons shall become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Integrated Device Technology Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (ii) the tenth Business Day such date (or prior to such later date time as any Person becomes an Acquiring Person), if any, 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) who satisfies the conditions described in clauses (ii) and (iii) of the definition of “Acquiring Person” and has not publicly announced an intent to hold such Person’s Beneficially Owned shares of Common Stock in such a way as would cause the condition described in clause (iv) of the definition of “Acquiring Person” to not be satisfied, having beneficial ownership or becoming an Acquiring Person the Beneficial Owner of 5% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On At the Record Date, written request of a holder (other than any Acquiring Person or as soon as practicable thereafterany Associate or Affiliate of any Acquiring Person), the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, mail to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)such holder, at the address of such holder shown on the records of the Company. With respect to certificates for representing Common Stock (or Book Entry shares of Common Stock) outstanding as of the Record Reincorporation Merger Effective Date or issued prior to the Distribution Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights(or such Book Entry shares). Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for representing Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Reincorporation Merger Effective Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) by the Company after the Record Reincorporation Merger Effective Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Reincorporation Merger Effective Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Rights Agreement between YP Corp. Scientific Games Corporation (the "“Company"”) and Registrar and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 6January 10, 2004 2018, and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate thereof (in each case as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Reincorporation Merger Effective Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby 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 Close of Business on the earlier of (i) the tenth business day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common 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 Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of which become outstanding (including, without limitation, upon disposition of reacquired Common Stock out referred to in the last sentence of treasury stock this paragraph (c) that are subsequently issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdistributed by the Company) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") Santa Fe Energy Resources, Inc. and Registrar and Transfer Company, as Rights AgentFirst Chicago Trust Company of New York, dated as of May 6March 3, 2004 and as 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 the Company. Santa Fe Energy Resources, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Santa Fe Energy Resources, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees transfers thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates certificate containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earlier of (i) the tenth day after the Stock 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 an Exempt Excluded Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Excluded Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Excluded Person) becoming an Acquiring Person 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") Dell Computer Corporation and Registrar and Transfer Company, as Rights AgentChemical Bank, dated as of May 6November 29, 2004 and as 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 the CompanyDell Computer 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. The Company Dell Computer 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 issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 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 earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 20% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Stockholder Rights to Purchase Shares of Preferred StockAgreement, in substantially the form of Exhibit C B hereto (the "Summary of RightsStockholder Rights Agreement"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of RightsStockholder Rights Agreement. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsStockholder Rights Agreement, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Stockholder Rights Agreement between YP Corp. LAI Worldwide, Inc. (the "Company") and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights Agent, L.L.C. dated as of May 6December 30, 2004 and 1998 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificatecertifi cate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earlier of (i) the Close of Business on the tenth calendar day after the Stock 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 Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of the intention of such which would result in beneficial ownership by a Person (other than an Exempt Person) of 15% or more of the outstanding Common Shares (including any such date that is after the date of this Agreement and prior to commence, a tender or exchange offer the consummation issuance of which would result in any Person (other than an Exempt Personthe Rights) becoming an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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")A, ---------- evidencing one Right (for each Common Share so held, subject to adjustment adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) for each share hereof, at the time of Common Stock distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so heldthat Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockRights, 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 Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares 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). Until the earlier of the Distribution Date (or, if earlier, the or Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock Shares which are issued (whether originally issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the or Final Expiration Date, or in certain circumstances provided in Section 22 hereof22, 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) Shares issued after the Record Date but prior to the earlier of the Distribution Date and or the Final Expiration Date (including, without limitation, reacquired Common Shares referred to in the last sentence of this paragraph (c)) 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 an Amended and Restated Rights Agreement between YP Corp. Crown Cork & Seal Company, Inc. (the "Company") and Registrar and Transfer Company, First Chicago Trust Company of New York as Rights Agent, dated as of May 625, 2004 and as 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge after promptly following receipt of a written request therefor. Under ----- certain circumstances, Rights beneficially owned by Acquiring Persons or Associates or Affiliates of Acquiring Persons (as set forth such terms are defined 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 any subsequent holder of such Rights may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing bearing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Shares shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock Shares represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 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 earlier of (i) the tenth day Business Day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for Common representing the Outstanding Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Outstanding Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Outstanding Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Outstanding 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), at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates for Class A Rights and/or Class B Rights, as applicable, in substantially the form forms of Exhibit B B-1 and Exhibit B-2, respectively, attached hereto (each, a "“Right Certificate"”), ---------- evidencing (i) one Class A Right (subject to adjustment as provided herein) for each share of Common Stock so held and (ii) one Class B Right (subject to adjustment as provided herein) for each share of Non-Voting Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common representing Outstanding Stock (or Book Entry shares of Outstanding 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 the Summary of Rights(or such Book Entry shares). Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common representing Outstanding Stock (or any Book Entry shares of Outstanding Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Outstanding Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Outstanding Stock issued or disposed of by the Company after the Record Date (includingincluding pursuant to a conversion or exchange of outstanding shares of any class or series of Outstanding Stock into another class or series of Outstanding Stock) but prior to the earlier of the Distribution Date and the Expiration Date, without limitationor in certain circumstances provided in Section 22 hereof, upon disposition of Common after the Distribution Date. Certificates issued for Outstanding Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Jaguar Health, Inc. (the "“Company"”) and Registrar and Transfer Equiniti Trust Company, as LLC or any successor Rights Agent (the “Rights Agent, ”) dated as of May 6February 26, 2004 2025 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Outstanding Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the Common Outstanding Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Outstanding Stock represented thereby. In the event that the Company purchases or otherwise acquires (including pursuant to a conversion or exchange of outstanding shares of any Common class or series of Outstanding Stock into another class or series of Outstanding Stock) any Outstanding Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Outstanding Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Outstanding Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby 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 Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (including any such date which is after the earlier date of such this Agreement and prior to the issuance of the Rights), the later of the dates specified in (A) or (B) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be . Certificates issued in respect of all shares of for Common Stock issued or disposed of (including, without limitation, upon disposition transfer of outstanding Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights as set forth in a Rights Agreement between YP Corp. Connecticut Water Service, Inc. (the "Company") and Registrar State Street Bank and Transfer Company, as Rights Agent, Trust Company dated as of May 6August 12, 2004 and 1998 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableAND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Connecticut Water Service Inc / Ct)
Issue of Right Certificates. (a) Until Subject to the second sentence of this Section 3(a), until the earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Share Acquisition Date or Date, (ii) the occurrence of any Triggering Event or (iii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) calendar day after the date of the commencement by any Person (other than an Exempt Person) of, or first public disclosure of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer the consummation of which would result in by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any of its Subsidiaries, or any Person holding Common Shares for or pursuant to the terms of any such employee benefit plan) becoming an Acquiring Person for 30% or more of the outstanding Common Shares (including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier Close of Business on the earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights Rights, including the right to receive Right Certificates as herein provided, will be transferable only in connection with the transfer of Common StockShares. With respect any Distribution Date to be determined pursuant to clause (iii) of this Section 3(a), the Board of Directors of the Company, prior to the Close of Business on such date, may from time to time, pursuant to a resolution approved by a majority of the Disinterested Directors, postpone the occurrence of such Distribution Date to a later date which is certain or determined upon the occurrence of one or more events; provided, however, such Distribution Date may not be postponed by the Board of Directors of the Company pursuant to this sentence to a date which is later than the earlier of any Distribution Date determined pursuant to clause (i) or clause (ii) of this Section 3(a). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, 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 Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will associated with the Common Shares represented by such certificates shall be evidenced by such certificates registered in for the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, Shares with or without a copy of the Summary of Rights attached thereto and the registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the earliest of the Distribution Date, the Redemption Date or the Expiration Date, the surrender for transfer of any of the certificates for the Common Shares outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented therebyby such certificate.
(c) Rights shall be Certificates for Common Shares issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6July 1, 2004 and as amended from time to time 2000 (the "Rights Agreement"), between Polaroid Corporation and Fleet National Bank, as Rights Agent, 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 CompanyPolaroid 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. The Company Polaroid 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, Rights issued to or held by Acquiring Persons or their Affiliates or Associates (as set forth such terms are defined in the Rights Agreement, ------------------------------------------------------------ ) or by any subsequent holder of such 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 may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Polaroid Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of a number of Common Shares equal to 19% or more of the number of Common Shares then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, 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 share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On Following the Record Date, or as soon as practicable thereafter, the Company will send sent a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto Stock (the "Summary of Rights"), --------- ) by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of Shares (including, without limitation, upon conversion of the Series C Preferred Stock, disposition of Common Stock Shares out of treasury stock or issuance or reissuance of Common Stock Shares out of authorized but unissued shares) after the Record Date date hereof but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights as set forth in a an Amended and Restated Rights Agreement between YP Corp. (the "Company") Northwest Airlines Corporation and Registrar and Transfer CompanyNorwest Bank Minnesota, as Rights AgentN.A., dated as of May 6June 25, 2004 and 1998 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference reference
and a copy of which is on file at the principal executive offices of the CompanyNorthwest Airlines 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. The Company Northwest Airlines 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 Date, the Rights associated with the Common Stock 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 Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution DateDate (including pursuant to the conversion of shares), any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 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 earlier of (i) the tenth day Business Day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for Common representing the Voting Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Voting Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Voting Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Voting 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), 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 share of Common Stock so held and 0.3889 Rights (subject to adjustment as provided herein) for each share of Series H Convertible Preferred Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common representing Voting Stock (or Book Entry shares of Voting 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 the Summary of Rights(or such Book Entry shares). Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common representing Voting Stock (or any Book Entry shares of Voting Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Voting Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Voting Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Voting Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Staffing 360 Solutions, Inc. (the "“Company"”) and Registrar and Securities Transfer Company, as Corporation or any successor Rights Agent (the “Rights Agent, ”) dated as of May 6October 1, 2004 2023 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Voting Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the Common Voting Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Voting Stock represented thereby. In the event that the Company purchases or otherwise acquires (including pursuant to a conversion of outstanding shares of any Common class or series of Voting Stock into another class or series of Voting Stock) any Voting Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Voting Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Voting Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby 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 Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock 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 Board of Directors of the Company prior to such time as taken before any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than any Exempt Person), the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including with respect to both clauses (i) and (ii) any such date which is after the date of this Agreement and prior to the issuance of the Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with and will be transferred by the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares 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) for each share of Common Stock so heldin this Agreement. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Stockholder Rights to Purchase Shares of Preferred StockAgreement, 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 Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares 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. Until the Close of Business on the Distribution Date (or, if earlierearlier than the Distribution Date, the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be Certificates issued in respect of all shares of for Common Stock issued or disposed of Shares (including, without limitation, upon disposition certificates issued in respect of reacquired Common Stock out Shares referred to in the last sentence of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. Salton, Inc., a Delaware corporation (the "Company") ), and Registrar and Transfer CompanyUMB Bank, N.A., as Rights Agent (the "Rights Agent"), dated as of May 6June 28, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS HELD BY A PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, ------------------------------------------------------------ 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 transferableWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Final Expiration Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that If the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to before the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Salton Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Stock (or by Book Entry shares of Common Stock) registered in the ------------- names of the holders thereof (which certificates or Book Entries shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates or Book Entries, and (y) the Rights right to receive a Right will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held). 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 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 given in accordance with Section 26, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Datedate of the Reclassification Effective Time, or as soon as practicable thereafter, the Company will send or cause to be sent a copy of a Summary of Rights to Purchase Shares of Preferred 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 Stock as of the Close of Business on the Record Date date of the Reclassification Effective Time (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock or Book Entry shares of Common Stock outstanding as of the Record DateClose of Business on the date of the Reclassification Effective Time, until the Distribution Date, the Rights will be evidenced by such certificates (or such Book Entry) registered in the names of the holders thereof together with a copy of the Summary of Rights, and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or, if either is earlier, the Redemption Date or the Final Expiration Date), the surrender for or transfer of any certificate for Common Stock or the transfer of any Book Entry shares of Common Stock outstanding at the Close of Business on the Record Datedate of the Reclassification Effective Time, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock (whether certificated or Book Entry) issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Reclassification Effective Time but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date, or in certain circumstances provided in Section 22 hereof22, 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 sharesshares and reacquired shares of Common Stock referred to in this paragraph (c)) after the Record Date date of the Reclassification Effective Time but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date, or in certain circumstances provided in Section 22, after the Distribution Date shall have impressed onimpressed, printed onprinted, stamped, written on or otherwise affixed to onto them substantially the following legend: This certificate [certificate][book entry] also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Second Amended and Restated Rights Agreement between YP Corp. ▇▇▇▇▇▇▇ Incorporated (the "“Company"”) and Registrar and Transfer Company, as Computershare Inc. or any successor rights agent (the “Rights Agent”), dated as of May 6December 23, 2004 and 2015, 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 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[certificate][book entry]. The Company Rights Agent will mail to the holder of the shares evidenced by this certificate [certificate][book entry] a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in the Ownership Statement in respect of such shares of Common Stock or in a notice to the record holder of such shares of Common Stock 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 Stock, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by such certificates or such Book Entry shall be evidenced by such certificates or such Book Entry (including any Ownership Statement) alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, certificate or the transfer of any Book Entry shares of Common Stock shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date Reclassification Effective Time but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of the Common Stock that 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 Agreement or the rights of any holder of the Rights. For the avoidance of doubt, effective at the Reclassification Effective Time, the Class A Rights and the Class B Rights will, by virtue of the effectiveness of this Agreement, become Rights governed by and amended pursuant to this Agreement, which Rights shall remain outstanding, subject to the terms and conditions of this Agreement.
Appears in 1 contract
Sources: Rights Agreement (Hubbell Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 20% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "Company") Westcott Communications, Inc. and Registrar and Transfer CompanyKeyCorp Shareholder Services, Inc., as Rights Agent, dated as of May 6January 9, 2004 and 1996 as the same may be amended from ▇rom 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. Westcott Communications, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and certific▇▇▇▇ ▇▇▇ will no longer be evidenced by this certificate. The Company Westcott Communications, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforr▇▇▇▇▇▇ ▇herefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, by and at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-first class, postage-postage prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) from and after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (Canaan Energy Corporation and the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyCanaan 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. The Company Canaan 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, legend until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(c)the preceding paragraph, 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 Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming becoming, or after the consummation of which any 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; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x1) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y2) the Rights and the right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will promptly notify the Rights Agent thereof, will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willAgent, if requestedrequested and provided with a shareholder list by the transfer agent of the Common Stock, will send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 CertificateRIGHT CERTIFICATE"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, also shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") SeaMED Corporation and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights AgentL.L.C., dated as of May 6January 27, 2004 and 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanySeaMED 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. The Company SeaMED 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 issued or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or an Associate or Affiliate thereof (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Seamed Corp)
Issue of Right Certificates. (a) Until From and after November 21, 1997 until the Close of Business on the earlier of Distribution Date, (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) 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 Stock registered in the ------------- names Shares of the holders thereof Company and not by separate Right Certificates, and (yii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend at the expense of the Company, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock 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 stock transfer records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), ---------- Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of From and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record DateNovember 21, 1997, or as soon thereafter as practicable thereafterpracticable, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockRights, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the Close of Business on the Record Date November 21, 1997, at
(other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)c) The Company agrees that, at the address of such holder shown on the records of the Company. With respect any time after November 21, 1997 and prior to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, the Redemption Date or Final Expiration Date)) at which it issues any of its Common Shares upon original issue or out of treasury, it will concurrently distribute to the surrender holder of such Common Shares one Right for transfer each such Common Share, which Right shall be subject to the terms and provisions of any certificate for Common Stock outstanding on this Agreement and will evidence the Record Date, with or without right to purchase the same number of one one-thousandths (1/1000) of a copy of Preferred Share at the Summary of Rights, shall also constitute the transfer of same Purchase Price as the Rights associated with the Common Stock represented therebythen outstanding.
(cd) Rights shall be Certificates for Common Shares issued in respect of all shares of Common Stock issued or disposed of (includingafter November 21, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date 1997 but prior to the earlier earliest of the Distribution Date, the Redemption Date and the Final Expiration Date, whether upon registration of transfer or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition exchange of Common Stock Shares outstanding on November 21, 1997 or upon original issue or out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date thereafter, 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 YP Corp. (the "Company") ICO, Inc. and Registrar and Transfer Company, as Rights AgentHarr▇▇ ▇▇▇st & Savings Bank, dated as of May 6November 20, 2004 and as 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 the Company. ICO, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ICO, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth As described in the Rights Agreement, ------------------------------------------------------------ Rights owned issued to or acquired by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate thereof (each as defined in the Rights ------------------------------------------------------------ Agreement) and shall, under certain transferees thereof will circumstances, become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Date, outstanding Rights associated with the Common Stock 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, certificate for registration of transfer or exchange of the Common Shares evidenced thereby shall also constitute the surrender for registration of transfer or exchange of the outstanding Rights (as such Rights may be amended or supplemented) associated with the Common Stock Shares represented thereby. In the event that .
(e) If the Company purchases or otherwise acquires any of its Common Stock Shares after the Record Date November 21, 1997, but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Ico Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of of: (i) the tenth day after the Stock Shares Acquisition Date 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring the Beneficial Owner of Common Shares aggregating 15% or more (or, with respect to any Person referred to in proviso (i) of Section 1(a) hereof, upon the acquisition of any additional shares of Common Stock as described therein) of the Common Shares then outstanding (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, and the earlier of such dates being herein referred to as called the "Distribution Date", DISTRIBUTION DATE;" provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement hereof and on or prior to the Record Date, then the Distribution Date "DISTRIBUTION DATE" shall be the Record Date), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates), and not by separate Right Certificates, ; and (y) the Rights will be transferable only in connection with the transfer of Common StockShares. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Distribution Date from the Company, the Company will prepare and execute, the Rights Agent will countersign, at expense of Company countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares outstanding 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), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right CertificateRIGHT CERTIFICATE"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit EXHIBIT C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares outstanding as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any an Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock Shares issued or disposed of (including, without limitation, upon disposition of Common Stock Shares disposed out of treasury stock or issuance issued or reissuance of Common Stock reissued out of authorized but unissued sharesCommon Shares) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date, or or, in certain circumstances provided in Section 22 hereof22, after the Distribution Date. Certificates in respect of Common Shares issued ---------- for Common Stock or disposed (including, without limitation, certificates issued upon transfer of outstanding Common StockShares, disposition of Common Stock Shares out of treasury stock or issuance or reissuance of Common Stock Shares out of authorized but unissued sharesCommon Shares) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as defined and set forth in a Rights Agreement between YP Corp. Viatel, Inc. (the "CompanyCOMPANY") and Registrar and Transfer CompanyThe Bank of New York, as Rights Agent, dated as of May December 6, 2004 and 1999 as the same may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as As set forth in the Rights Agreement, ------------------------------------------------------------ under certain circumstances, Rights issued to, held or 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 shall become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing such legend, until the Distribution Date Date, the Rights associated with the Common Stock 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 Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Viatel Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any such Person (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto hereto, prior to the amendment hereof (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights (the “Rights”) as set forth in a Rights Agreement between YP Corp. (the "Intuit Inc. and American Stock Transfer and Trust Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 61, 2004 and 1998, as such may subsequently 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. Intuit Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Intuit Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth As described in Section 11(a)(ii) of the Rights Agreement, ------------------------------------------------------------ Rights beneficially 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 other Persons shall become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Intuit Inc)
Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of more than 15% of the first public announcement Common Shares then outstanding (and, if such Person is an Original Partner, such person's Beneficial Ownership of Common Shares and OP Units after consummation would cause the intention Economic Interest of such Person to exceed such Person's Original Economic Interest) (other than an Exempt Personincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right Certificate--------- Certificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Corp. (the "Company") Boston Properties, Inc. and Registrar and Transfer CompanyBankBoston, N.A., as Rights Agent, dated as of May 6June 16, 2004 and 1997, as amended amended, restated, renewed 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 Boston Properties, Inc. and the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Boston Properties, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. Boston Properties, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned issued to or held by Acquiring Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 application or interpretation of any part the provisions of Section 7(e) hereof.
(d) Notwithstanding anything in this Agreement to the contrary, in the event that prior to the earlier of the Distribution Date or the rights of any holder redemption, expiration or termination of the Rights, any shares of Common Stock are retired and canceled in connection with the conversion of such shares to Excess Stock pursuant to Article IV(D) of the Company's Certificate of Incorporation, as amended, then the associated Rights shall be deemed to be similarly retired and canceled.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Boston Properties Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming becoming, or after the consummation of which any 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; the earlier of such dates being herein referred to as the "Distribution DateDISTRIBUTION DATE", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (yB) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent willAgent, if requested, will send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right CertificateRIGHT CERTIFICATE"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit EXHIBIT C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, also shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") Labor Ready, Inc. and Registrar and Transfer CompanyTranSecurities International, as Rights AgentInc., dated as of May January 6, 2004 and 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Labor Ready, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Labor Ready, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Labor Ready Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer the consummation of which would result in any such Person (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights (the "Rights") as set forth in a Rights Agreement between YP Corp. (the "Company") Integrated Systems, Inc. and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights AgentL.L.C., dated as of May 6September 30, 2004 and 1998, as such may subsequently 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. Integrated Systems, Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Integrated Systems, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth As described in Section 11(a)(ii) of the Rights Agreement, ------------------------------------------------------------ Rights beneficially 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 other Persons shall become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 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 earlier of (i) the tenth day Business Day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership or becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Common 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for representing Common Stock (or Book Entry shares of Common 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 (or such Book Entry shares) together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for representing Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration DateDate or, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Innovative Eyewear, Inc. (the "“Company"”) and Registrar and VStock Transfer CompanyLLC, as Rights Agent, dated as of May 6September 25, 2004 2024 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the such shares of Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby 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 Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Synavant Inc. and EquiServe Trust Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6August 29, 2004 and 2000 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Synavant Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Synavant Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableAND 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Synavant Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or including any 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs is after the date of this -------- ------- Agreement and on or prior to the Record issuance of the Rights; the “Distribution Date, then the Distribution Date shall be the Record Date”), (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock 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 (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent upon the occurrence of a Distribution Date, and, if such notice is given orally, the Company shall confirm the same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will will, at its option, either send (by first-class, postage-prepaid mail at the address shown on the records of the Company) or make otherwise available to each record holder of Common Shares as of the Close of Business on the Record Date, a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company,. With respect to certificates for Common Stock 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 RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Termination Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares of the Company outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby.
(c) Rights shall be issued in respect Any certificates for Common Shares of all shares of Common Stock issued or disposed of the Company which become outstanding (including, without limitation, upon disposition reacquired Common Shares of Common Stock out the Company referred to in the last sentence of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Termination Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them substantially the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "Company") Primus Guaranty, Ltd. and Registrar and Transfer Company, as Rights AgentMellon Investor Services LLC, dated as of May 629, 2004 and 2009, 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. Primus Guaranty, Ltd. 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. The Company Primus Guaranty, Ltd. 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 As set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned Beneficially Owned by or transferred to any Person (as defined in the Rights Agreement) 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 transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock Shares of the Company 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares of the Company shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares of the Company which are no longer outstanding. .
(d) Notwithstanding anything in this Section 3(c)Agreement to the contrary, the omission Rights do not constitute an offer to, and may not be exercised by, any person unless and until a prospectus or other appropriate document has been prepared and filed with the Registrar of Companies in Bermuda if required under applicable law. On the Distribution Date, or as soon as practicable thereafter, the Company will to the extent required under applicable law prepare a legend shall not ------------- affect prospectus or other appropriate document for the enforceability Rights and file such prospectus or other appropriate document with the Registrar of any part of this Agreement or the rights of any holder of the RightsCompanies in Bermuda.
Appears in 1 contract
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of on:
(i) the tenth day Business Day after the Stock Shares Acquisition Date or Date; or
(ii) the tenth Business Day (Day, or such specified or unspecified 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) Company, after the date of the commencement of (as determined by reference to Rule 14d-2(a), as now in effect under the Exchange Act), or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any Person organized, appointed or established by the Company or such Subsidiary as a fiduciary pursuant to the terms of the first public announcement of the intention of any such Person (other than an Exempt Personemployee benefit plan) to commence, commence (which intention to commence remains in effect for five Business Days after such announcement) a tender or exchange offer for an amount of Common Shares of the consummation Company which, together with the Common Shares already owned by such Person, constitutes 10% or more of the outstanding Common Shares (including any such date which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (is after the date of this Agreement and prior to the issuance of the Rights, and the earlier of such dates described in (i) and (ii) being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date), then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates for Common Shares shall also be deemed to be “Right Certificates”) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares 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 hereinherein and to the provisions of Section 14(a) for each share of Common Stock so heldhereof. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockCommon 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 Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares 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 Shares registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be Certificates for Common Shares issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date or the Final Expiration Date (as such terms are defined in Section 7 hereof) 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 YP Corp. (the "Company") The Eastern Company and Registrar and American Stock Transfer & Trust Company, as Rights Agent, LLC dated as of May 6July 23, 2004 2008, and as it may be amended or superseded 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 The Eastern Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Eastern Company will mail to the record holder of the shares evidenced by this certificate a copy of the Rights Agreement without charge after receipt of a written request therefortherefore. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by issued to Acquiring Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Eastern Co)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and 13 10 the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also 14 11 constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") ACNielsen Corporation and Registrar and Transfer Company, as Rights Agent, _____________________ dated as of May 6____________, 2004 and 1996 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyACNielsen 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. The Company ACNielsen 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided 15 12 herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Acnielsen Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after a public announcement that a Person and/or group of Affiliates or Associates of such Person (other than an Exempt Person) has acquired, obtained the right to acquire, or otherwise obtained Beneficial Ownership of (i) 15% or more of the shares of PE Biosystems Stock Acquisition Date then outstanding or (ii) 15% or more of the shares of Celera Genomics Stock then outstanding; 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 following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which that would result in any such Person and/or group beneficially owning (other than an Exempt Personi) becoming an Acquiring Person 15% or more of the shares of PE Biosystems Stock then outstanding or (ii) 15% or more of the shares of Celera Genomics Stock then outstanding (the earlier of such dates being herein referred to as dates, the "Distribution Date"), providedeach PE Right and each Celera Genomics Right will be evidenced only by the certificates representing shares of PE Biosystems Stock and Celera Genomics Stock, howeverrespectively, that if either of such dates occurs after then outstanding. Until the date of this -------- ------- Agreement and on or prior to the Record Distribution Date, then no separate rights certificates will be distributed and the PE Rights will be transferred with and only with the PE Biosystems Stock, and the Celera Genomics Rights will be transferred with and only with the Celera Genomics Stock. At the close of business on the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to separate from the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in and become exercisable as described below. The Rights will expire on the ------------- names tenth anniversary of the holders thereof and not by separate Right Certificatesadoption of this Agreement (the "Expiration Date"), and (y) the Rights will be transferable only in connection with the transfer of Common Stockunless extended or terminated as described herein. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 "PE Right Certificate"), ---------- evidencing one PE Right (subject to adjustment as provided herein) for each share of Common PE Biosystems Stock so held and a Right Certificate, in substantially the form of Exhibit C hereto (a "Celera Genomics Right Certificate", together with the PE Right Certificate, the "Right Certificates,") evidencing one Celera Genomics Right (subject to adjustment as provided herein) for each share of Celera Genomics Stock so held. As of the close of business of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until Until the Distribution Date, the Rights will be evidenced by such certificates of Common Stock registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Issue Date or issued subsequent to the Issue Date and prior to the Distribution Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock stock, or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. PE Corporation (the "Company") and Registrar and Transfer CompanyBankBoston, as Rights AgentN.A., dated as of May 6, 2004 and 1999 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company PE 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 circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableAND 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (b), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Pe Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common 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 Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.a
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, . postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of RightsRights attached thereto. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued or disposed of which become outstanding (including, without limitation, upon disposition of reacquired Common Stock out referred to in the last sentence of treasury stock this paragraph (c) that are subsequently issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdistributed by the Company) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. (the "Company") Monterey Resources, Inc. and Registrar and Transfer Company, as Rights Agent, dated as First Chicago Trust Company of May 6, 2004 and as amended from time to time New York (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. Monterey Resources, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesMonterey Resources, 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 certificate containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof 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 first public announcement shares of Common Stock of the intention Company then outstanding or (iii) the determination by the Board of such Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (other than an Exempt Personincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit EXHIBIT B hereto (a the "Right CertificateCertificates"), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Dateredemption, expiration or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier termination of the Distribution Date Rights, shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Corp. (the "Company") CORE, INC. and Registrar State Street Bank and Transfer Trust Company, as Rights Agent, dated as of May 6October 21, 2004 and 1999, as amended amended, restated, renewed 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 CORE, INC. and the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company CORE, INC. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. CORE, INC. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreementissued to or held by Acquiring Persons, ------------------------------------------------------------ Rights owned by Adverse Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 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 Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or or, unless the Distribution Date shall have previously occurred, such later date as may be determined specified by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring PersonCompany) after the date commencement of the commencement a tender or exchange offer by any Person (other than an the Company, any Related Person or any Exempt Person) of), if upon the consummation thereof such Person would be the Beneficial Owner of 4.99% or more of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person then-outstanding Common Stock (the earlier of such dates being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insuredclass mail, postage-prepaid mailprepaid, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) Notwithstanding anything to the contrary set forth in the Original Agreement or this Agreement, upon the effectiveness of the Exchange, the Company shall not thereafter issue any additional Original Rights and, for the avoidance of doubt, no Original Rights shall be attached to or shall be issued with any shares of Common Stock (including shares of Common Stock issued pursuant to the Exchange). On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-classclass mail, postage-prepaid mailprepaid, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Amended and Restated Rights Agreement between YP Corp. Selectica, Inc. (the "“Company"”) and Registrar and Transfer CompanyComputershare Investor Services, LLC, as Rights Agent, dated as of May 6January 2, 2004 2009 and as amended from time to time (the "“Amended and Restated 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 Amended and Restated Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Amended and Restated Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Amended and Restated Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Amended and Restated Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry shares, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Selectica Inc)
Issue of Right Certificates. (a) Until the Close close of Business business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) . Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. Moody's Corporation (the "Company"formerly The Dun & Bradstreet Corporation) and Registrar and Transfer EquiServe Trust Company, as Rights AgentN.A. (formerly First Chicago Trust Company of New York), dated as of May 6June 3, 2004 and 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company▇▇▇▇▇'▇ 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. The Company ▇▇▇▇▇'▇ 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Share Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of a number of Ordinary Shares equal to 15% or more of the number of Ordinary Shares then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Ordinary Shares registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stockthe Ordinary Shares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Ordinary Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, 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 share of Common Stock Ordinary Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Ordinary Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Ordinary Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Ordinary Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares represented thereby; PROVIDED, that prior to the Distribution Date, upon the conversion of Class B Ordinary Shares or Class C Ordinary Shares into shares of Class A Ordinary Shares all Rights attached to the Class B Ordinary Shares or Class C Ordinary Shares shall be deemed cancelled and retired by the Company.
(c) Rights shall be Certificates issued in respect of all shares of Common Stock issued or disposed of for Ordinary Shares (including, without limitation, upon conversion, disposition of Common Stock Ordinary Shares out of treasury stock or issuance or reissuance of Common Stock Ordinary Shares out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") Triton Energy Limited and Registrar and Transfer Company, as Rights AgentChemical Bank, dated as of May 6________ __, 2004 and 1996 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyTriton Energy Limited. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Triton Energy Limited will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- 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 Date, the Rights associated with the Common Stock Ordinary Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock Ordinary Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Ordinary Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Ordinary Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Ordinary Shares which are no longer outstanding. After Distribution Date, Ordinary Shares issued upon the conversion of another class of Common Stock shall not have Right Certificates attached thereto. Notwithstanding this Section 3(cparagraph (c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (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 Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, that a tender or exchange offer the consummation of which would result in by any Person (Person, other than an Exempt exempt Person, is first published or sent or given within the meaning of Rule 14(d)- 2(a) becoming of the General Rules and Regulations under the Exchange Act if, upon consummation thereof, such Person would be an Acquiring Person or an Adverse 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the ------------- names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common 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 CertificateCertificates"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On Not later than ten days after the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockRights, 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 Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, 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 transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for the Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Date, or in certain circumstances provided in Section 22 hereofshall be deemed also to be certificates for Rights, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Corp. Aquila Biopharmaceuticals, Inc. (the "Company") and Registrar and American Stock Transfer & Trust Company, as Rights Agent, dated as of May 626, 2004 and as 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 the Company. Aquila Biopharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company may redeem the Rights at a redemption price of $0.01 per Right, subject to adjustment, under the terms of the Rights Agreement. The Company will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by issued to Acquiring Persons or transferred to Adverse Persons or any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will any subsequent holder of such Rights may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Aquila Biopharmaceuticals Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Share 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 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 an Exempt the Company or a Related Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence), a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the ------------- names of the holders thereof and not (or by separate Book Entry shares in respect of such Common Stock), which certificates shall be deemed also to be Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the Common Stock and (z) the transfer of any shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedso requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock (or Book Entry shares of Common 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 (or such Book Entry shares) together with a copy of the Summary of Rights. Until the Distribution Date (or, or if earlier, the Expiration Date), the surrender for transfer of any - .
Exhibit 4.1 certificate for Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of delivered by the Company (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof22, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences legend or such similar legend as the Company may deem appropriate and entitles is not inconsistent with the holder hereof provisions of this Agreement or as may be required to certain Rights as set forth in a Rights Agreement between YP Corp. (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 quotation system on which the "Company") and Registrar and Transfer Company, as Rights Agent, dated as shares of May 6, 2004 and as amended Common Stock may from time to time be listed or quoted, or to conform to usage: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN KINDRED BIOSCIENCES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT, DATED AS OF MAY 19, 2017, AS THE SAME MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME (the "Rights Agreement"THE “RIGHTS AGREEMENT”), the terms THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF KINDRED BIOSCIENCES, 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 MAY BE REDEEMED, MAY BE EXCHANGED, MAY EXPIRE, MAY BE AMENDED, OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER BE EVIDENCED BY THIS CERTIFICATE. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 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 ACQUIRED OR BENEFICIALLY OWNED BY ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND THEIR TRANSFEREES WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to any Book Entry shares 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 AgreementCommon Stock, such Rights will legend shall be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail included in a notice to the record holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforsuch shares in accordance with applicable law. 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, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the - . Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(c)3, 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 Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them a legend to substantially the following legendeffect: This certificate also evidences and entitles the holder hereof of this certificate to certain Rights as set forth in a the Stockholder Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and as amended from time to time (the "Rights Agreement") between Echelon International Corporation (the "Corporation") and the rights agent named therein (the "Rights Agent"), 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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Corporation will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by issued to, or transferred to held by, any Person who is is, was or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Stockholder Rights Agreement (Echelon International Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of a majority of the Board of Directors of the Company prior to before such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 20% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x1) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y2) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SITEL CORPORATION AND FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS RIGHTS AGENT, DATED AS OF AUGUST 21, 1998 AS THE SAME MAY BE AMENDED FROM TIME TO TIME (the THE "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and as amended from time to time (the "Rights AgreementRIGHTS 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 CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SITEL CORPORATION. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforSITEL 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 circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableAND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Sitel Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date"DISTRIBUTION DATE," PROVIDED, provided, howeverHOWEVER, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right CertificateRIGHT CERTIFICATE"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit EXHIBIT C hereto (the "Summary of RightsSUMMARY OF RIGHTS"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. Matrixx Initiatives, Inc. (the "CompanyCOMPANY") and Registrar and Transfer CompanyCorporate Stock Transfer, Inc., as Rights Agent, dated as of May 6July 22, 2004 2002 and as amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableAND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that If the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earlier of (i) the close of business on the tenth day after Business Day following the Stock Shares Acquisition Date or (ii) the tenth close of business on 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 on which a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the first public announcement Rules, if upon consummation thereof, such Person would be the Beneficial Owner of twenty percent (20%) or more of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person Common Shares then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Separation Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Separation Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Separation 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 "Right Certificate")hereto, ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Separation Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Series A Preferred Stock, 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 Stock Shares as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Separation Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with and the Summary registered holders of the Common Shares shall also be the registered holders of the associated Rights. Until the Distribution Date (or, if earlierearliest of the Separation Date, the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights shall be Certificates for Common Shares issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date and the Expiration Separation Date, the Redemption Date or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ORTHOLOGIC CORP. AND BANK OF NEW YORK DATED AS OF MARCH 4, 1997 (the THE "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and as amended from time to time (the "Rights AgreementRIGHTS 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 CompanyTHE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ORTHOLOGIC CORP. Under certain circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforORTHOLOGIC CORP. Under ----- certain circumstancesWILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(cAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the RightsWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.
Appears in 1 contract
Sources: Rights Agreement (Orthologic Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 20% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other 13 10 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On Following the Record Date, or as soon as practicable thereafterMerger, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto Stock (the "Summary of Rights")) substantially in the form attached hereto as Exhibit C, --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as common stock, par value $.01 per share, of Bowne-New York immediately prior to the Close of Business on the Record Date Merger (other than any Acquiring Person or any Associate or Affiliate of any an Acquiring Person), ) at the address of such holder shown on the records of Bowne-New York immediately prior to the CompanyMerger. With respect to certificates for Common Stock outstanding As soon as practicable after the date of the Record DateMerger, until the Company shall file with the Securities and Exchange Commission the full text of this Agreement and a summary thereof, which summary shall be in substantially the form of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with shares of Common Stock issued in the Merger which, in accordance with the Merger Agreement, are to be represented by Old Certificates until exchanged for new certificates of Common Stock of the Company after the Merger, will be evidenced by such certificates Old Certificates registered in the names of the holders thereof together with the 14 11 Summary of Rights, until such Old Certificates are exchanged or replaced with new certificates of Common Stock of the Company. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record DateOld Certificate, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, in exchange for Old Certificates, 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 date hereof but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them them, the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Rights Agreement between YP Corp. (the "Company") Bown▇ & ▇o., Inc. and Registrar and Transfer Company, as Rights AgentThe Bank of New York, dated as of May 6June 19, 2004 and 1998 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Bown▇ & ▇o., Inc.. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Bown▇ & ▇o., Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and 15 12 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 (or the earlier of the Redemption Date or the Final Expiration Date), the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock (whether represented by Old Certificates or new certificates of the Company) after the Record Date Merger but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Bowne & Co Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares (including any such date 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. Notwithstanding anything stated in this Section 3, the Distribution Date shall in no event occur until the authority of the Board of Directors of the Company to redeem the Rights pursuant to Section 23(b), as such Section may be amended pursuant to Section 27, shall have terminated. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 "Right Certificate"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock Shares outstanding as of the Record Date, until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rightsthereof. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Redemption Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.Final Expiration
Appears in 1 contract
Sources: Rights Agreement (Celeris Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date or and (ii) the later of (A) 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 the close of business on the Distribution Date, as any Person becomes an Acquiring Persondefined below) after the date of the commencement that a tender or exchange offer or intention to commence a tender or exchange offer by any Person (other than an Exempt Personthe 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 Shares for or pursuant to the terms of any such plan in a fiduciary capacity) ofis first published, announced, sent, or given within the meaning of Rule 14d-4(a) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of which tender or exchange offer would result in any Person having Combined Ownership of Common Shares aggregating 15% or more of the intention of then outstanding Common Shares, or (B) if such Person (other than an Exempt Person) to commence, a tender or exchange offer has been published, announced, sent, or given before the consummation date this Rights Agreement was entered into, then the close of which would result in any Person business on the tenth Business Day after the date this Rights Agreement was entered into (other than an Exempt Person) becoming an Acquiring Person (or such later date as may be determined by action of the Board of Directors prior to the close of business on the Distribution Date; the earlier of such dates referred to in (i) and (ii) of this subsection (a), which date may include any such date which is after the date of this Agreement but prior to the issuance of the Rights, being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common StockShares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)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 "“Right Certificate"”), ---------- evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Close of Business on the 10th day after the Stock Share Acquisition Date or (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined determined by action 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 commencement by any Person (other than an Exempt Personany of the Excluded Persons) of, or after the date of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Excluded Persons) to commence, commence (which intention to commence remains in effect for 5 Business Days after such announcement) a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt 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 “Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of 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 (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of shares of Common Stock, subject to the provision of Section 11(a)(ii) hereof. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock (subject to Section 11(a)(ii) hereof) 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 14 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafterthereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution 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 RightsRights attached thereto. Until the Distribution Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common 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 disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) transferred by the Company after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date and or the Final Expiration Date, or in certain circumstances provided in subject to the provisions of Section 22 11(a)(ii) hereof, after the Distribution Date. Certificates issued ---------- for shares of Common Stock which become outstanding (including, without limitation, upon transfer of outstanding Common Stock, disposition reacquired shares of Common Stock out referred to in the last sentence of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis paragraph (c)) after the Record Date but prior to the earlier earliest of the 15 Distribution Date, the Redemption Date or the Final Expiration Date will be deemed also to be Certificates for Rights and the Expiration Date shall will 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 the Renewed Rights Agreement between YP Corp. LSB Industries, Inc. and UMB Bank, n.a. dated December __, 2008 (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. LSB Industries, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company LSB Industries, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth circumstances described in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such person or by any subsequent holder, shall become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the earlier of the Final Expiration Date or the Distribution Date or the Redemption Date, the Rights associated with the shares of Common Stock represented by such certificates shall will be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall certificate will also constitute the transfer of the 16 Rights associated with the shares of Common Stock represented thereby, subject to provisions of Section 11(a)(ii) hereof. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall will be deemed canceled canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that which are no longer outstandingoutstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights4.
Appears in 1 contract
Sources: Renewed Rights Agreement
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (ii) the tenth Business Day such date (or prior to such later date time as any Person becomes an Acquiring Person), if any, 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the ------------- names of the holders thereof (or by Book Entry shares in respect of such Common Stock), and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for representing Common Stock (or Book Entry shares of Common 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 (or such Book Entry shares) together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for representing Common Stock (or any Book Entry shares of Common Stock) outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) by the Company after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Occidental Petroleum Corporation (the "“Company"”) and Registrar and Transfer Equiniti Trust Company, as Rights Agent, dated as of May 6March 12, 2004 2020, and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to any Book Entry shares of Common Stock, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice of the foregoing legend delivered to holders of Book Entry shares, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates or Book Entry shares shall be evidenced by such certificates or Book Entry shares alone, and the surrender for transfer of any such certificatecertificate or Book Entry share, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that which are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby 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. The Rights are attached to all certificates representing outstanding Common Shares, and no separate Right Certificates (aas hereinafter defined) Until have been distributed. The Rights will separate from the Close of Business Common Shares on the earlier to occur of (i) the tenth day after first date of public announcement that a Person (defined in Section 1(m) of the Stock Acquisition Date Rights Agreement), alone or together with its Affiliates and Associates (defined in Section 1(c) of the Rights Agreement), has acquired beneficial ownership (as defined in Section 1(d) of the Rights Agreement) of 10% or more of the outstanding Common Shares (except pursuant to a Permitted Offer, as hereinafter defined); or (ii) the close of business on the tenth Business Day (10th) business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine) after the date of following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the an intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (as hereinafter defined), including, in the earlier case of both (i) and (ii), any such date which is after the date of the Rights Agreement and prior to the issuance of the Rights (the earliest of such dates being herein referred to as called the "Distribution Date"). A Person, providedalone or together with its Affiliates and Associates, however, that if either whose acquisition C1 of such dates occurs after the Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The first date of this -------- ------- public announcement that a Person, alone or together with its Affiliates and Associates, has become an Acquiring Person is the "Shares Acquisition Date." The Rights Agreement and on or prior to the Record Date, then provides that until the Distribution Date shall be the Record Date), (x) the Rights will be evidenced transferred with and only with the Common Shares. Until the Distribution Date (subject to or earlier redemption, exchange, or expiration of the provisions Rights), new Common Share certificates issued after the Effective Date upon transfer or new issuance of Section 3(b) hereof) Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange, or expiration of the Rights), the surrender for transfer of any certificates for Common Stock registered in the ------------- names Shares outstanding as of the holders thereof and not by separate Right CertificatesEffective Date, and (y) even without such notation or a copy of the Summary of Rights to Purchase Preferred Shares being attached thereto, will be transferable only in connection with also constitute the transfer of the Rights associated with the Common StockShares represented by such certificate. As soon promptly as practicable after following the Distribution Effective Date, the Company will prepare and execute, separate certificates evidencing the Rights Agent ("Right Certificates") will countersign, and be mailed to holders of record of the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, and to each initial record holder of certain Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be Shares issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights separate Right Certificates alone will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of evidence the Rights.
Appears in 1 contract
Sources: Rights Agreement (Cigna Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming, or after the consummation of which any Person would be, the Beneficial Owner of shares of Common Stock aggregating 20% or more of the Common Stock then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Common 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 Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and 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 rights as set forth in a Rights Agreement between YP Corp. (the "The ▇▇▇▇▇▇▇ Corporation and American Stock Transfer & Trust Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6March 1, 2004 and 1997, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyThe ▇▇▇▇▇▇▇ 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. The Company ▇▇▇▇▇▇▇ 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Raymond Corp)
Issue of Right Certificates. (a) 3.1 Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date (or, in the event the Board of Directors determines on or before such tenth day to effect an exchange in accordance with Section 24 and determines in accordance with Section 24.6 that a later date is advisable, such later date that is not more than twenty days after the Stock 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 an Exempt Personthe 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 benefit plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier of such dates date being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof3.2) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares 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 as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On 3.2 As soon as practicable after the Record Date, or as soon as practicable thereafter, the Company will send a copy of a the Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, mail to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates .
3.3 Certificates for Common Stock Shares which become outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition reacquired Common Shares referred to in the last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis Section 3.3) after the Record Date but prior to the earlier earliest of (i) the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after Close of Business on the Distribution Date. Certificates issued ---------- for Common Stock , (including, without limitation, upon transfer ii) the Redemption Date or (iii) the Close 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 Business on the Record Date but prior to the earlier of the Distribution Date and 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 YP Corp. (the "▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇’▇ Seafood Restaurants, Inc. and Computershare Trust Company") and Registrar and Transfer Company, N.A., as Rights Agent, dated as of May 6April 18, 2004 and 2011, as amended it may 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 the Company. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇’▇ Seafood Restaurants, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇’▇ Seafood Restaurants, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights that are or were acquired or beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person Persons (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that If the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (other than an Exempt 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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first- class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held, with respect to the holders of Common Stock. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to all certificates for Common Stock outstanding as of the Record Date, Date and until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Expiration Final Expira- tion 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 rights as set forth in a Rights Agreement between YP Corp. (the "Company") TCA Cable TV, Inc. and Registrar and Transfer CompanyChaseMellon Shareholder Services, as Rights AgentL.L.C., dated as of May 6January 15, 2004 and 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. TCA Cable TV, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company TCA Cable TV, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Tca Cable Tv Inc)
Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof 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 in the case of an Institutional Investor, 20%) or more of the first public announcement shares of Common Stock of the intention Company then outstanding (including any such date which is after the date of such Person (other than an Exempt Personthis Agreement and prior to the issuance of the Rights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person (the earlier earliest of such dates being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the ------------- names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock 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 Certificateone or more certificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), ---------- evidencing one Right (for each share of Common Stock of the Company so held, subject to adjustment as provided herein) for each . 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 heldthat 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.
(b) On With respect to certificates for the Record Date, or as soon as practicable thereafter, Common Stock of the Company will send a copy of a Summary of Rights issued prior to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in for the names Common Stock of the Company on or until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), and the registered holders thereof together with of the Summary Common Stock of the Company also shall be the registered holders of the associated Rights. Until the Distribution Date (oror the earlier redemption, if earlier, expiration or termination of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for the Common Stock outstanding on the Record Date, with or without a copy of the Summary Company outstanding prior to the date of Rights, this Agreement shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for the Common Stock of the Company issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date Date, but prior to the earlier of the Distribution Date and or the Expiration Date, or shall be deemed also to be certificates for Rights, and shall bear a legend, substantially in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legendform set forth below: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement between YP Corp. CIRCOR International, Inc. and American Stock Transfer & Trust Company, LLC (the "Company") and Registrar and Transfer Companyor any successor thereto), as Rights Agent, dated as of May 6September 23, 2004 and 2009 as 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 CIRCOR International, Inc. and the Companystock transfer administration office of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company CIRCOR International, Inc. may redeem the Rights at a redemption price of $0.001 per Right, subject to adjustment, under the terms of the Rights Agreement. CIRCOR International, Inc. will mail to the holder of this certificate a copy of the Rights Agreement Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned issued to or held by Acquiring Persons or transferred to any Person who is Affiliates or ------------------------------------------------------------ becomes an Acquiring Person Associates thereof (as defined in the Rights ------------------------------------------------------------ Agreement) ), and certain transferees thereof will any subsequent holder of such Rights, may become null ------------------------------------------------------------ and void. The Rights shall not be exercisable, and shall be void and will no longer so long as held, by a holder in any jurisdiction where the requisite qualification, if any, to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone until the earlier of the Distribution Date or the Expiration Date, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented therebyby such certificates. In the event that the Company purchases or otherwise acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock of the Company shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Circor International Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.the
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "Company") GIANT GROUP, LTD. and Registrar and Transfer CompanyCHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent, dated as of May 6January 4, 2004 and 1996 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyGIANT GROUP, LTD. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company GIANT GROUP, LTD. 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. -------------------------------------------------- transferable With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(cparagraph (c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Giant Group LTD)
Issue of Right Certificates. (a) a. Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 date, of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) b. On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common 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 the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. c. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. SWIFT ENERGY COMPANY (the "Company") and Registrar and Transfer CompanyAMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent, dated as of May 6August 1, 2004 and 1997 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Sources: Rights Agreement (Swift Energy Co)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date Date, or (ii) the tenth Business Day (Day, or such specified or unspecified 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) Company, after the date of the commencement of (as determined by reference to Rule 14d-2 (a), as now in effect under the Exchange Act), or first public announcement of the intent of any Person (other than an Exempt Person) ofthe 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 such Subsidiary as a fiduciary pursuant to the terms of the first public announcement of the intention of any such Person (other than an Exempt Personemployee benefit plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Common Stock of the consummation Company which, together with the shares of such stock already owned by such Person, constitutes 20% or more of the outstanding Common Stock of the Company (including any such date which would result in any Person (other than an Exempt Personis after the date of this Agreement and prior to the issuance of the Rights) becoming an Acquiring Person (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock registered in the ------------- names of the holders thereof of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, insured, postage-prepaid mail, to each record holder of Common 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"), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein and to the provisions of Section 14(a). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the earlier of the Distribution Date or the Expiration Date, the Rights will be evidenced by such certificates for Common Stock registered in the names of the holders thereof together of Common Stock with a copy of the Summary of RightsRights attached thereto. Until the earliest of the Distribution Date (or, if earlierDate, the Expiration Date and the Final Expiration Date), the surrender for transfer of any certificate of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Certificates for Common Stock issued (or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company's treasury) after the Record Date but prior to the earlier earliest of the Distribution Date, the Expiration Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the 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 YP Corp. Alexion Pharmaceuticals, Inc. (the "CompanyCorporation") and Registrar and Continental Stock Transfer & Trust Company, as Rights Agent, dated as of May 6February 14, 2004 and as 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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company 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. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred issued to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Associate or Affiliate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) may be null and certain transferees thereof will become null ------------------------------------------------------------ void. The Rights shall not be exercisable, and shall be void and will no longer 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 transferableobtainable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the --------------------------- tenth day after the Stock 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) day after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe 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 beneficial ownership by a Person of 30% or more of the outstanding Common Shares, unless such date is extended by the Board of Directors of the Company (including any Person (other than an Exempt Person) becoming an Acquiring Person (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)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 (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.Share so
Appears in 1 contract
Sources: Rights Agreement (Ps Group Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Shares Acquisition Date (or if the Shares Acquisition Date is prior to the Record Date, the Record Date), (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 of the Company prior to such time as any Person becomes an Acquiring PersonDirectors) after the date of the commencement by any Person (other than an Exempt Person) of, or of after the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, commence a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person Person, or (iii) the occurrence of a transaction described in the first sentence of Section 13(a) (including in each case set forth in clauses (i), (ii) and (iii), 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"”), provided, however, that if either of such dates occurs after (w) the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date Rights shall not be the Record Date)exercisable, (x) the Rights will solely be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the ------------- names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, or if such Common Shares are uncertificated, the Rights will be solely evidenced by the uncertificated Common Shares, (y) the registered holders of Common Shares shall also be the registered holders of the Rights issued with respect thereto, and (yz) the Rights will be transferable by, and only in connection with with, the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any known Associate or Affiliate of an Acquiring Person), 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 hereto (a "“Right Certificate"”), ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held, or if the Common Shares are uncertificated, the Company may issue evidence of uncertificated Rights, unless otherwise requested by the holder thereof. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates, and the Rights will be transferable separately from the transfer of Common Shares. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm such occurrence in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send (or cause to be sent) a copy of a Summary of Rights to Purchase Shares of Preferred StockShares, in substantially the form of Exhibit C hereto (the "“Summary of Rights"”), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock Shares as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates Company or the transfer agent or registrar for the Common 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 the Summary of RightsShares. Until the Distribution Date (or, if earlieror the earlier of the Redemption Date, the Exchange Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record DateShares, with or without a copy of the Summary of RightsRights attached thereto, or upon the receipt of proper transfer instructions from the registered owner of uncertificated shares shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby.
(c) Rights The Company shall be issued in respect of all shares of cause certificates for Common Stock issued or disposed of Shares which become outstanding (including, without limitation, upon disposition reacquired Common Shares referred to in the second to last sentence of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued sharesthis subsection (c)) after the Record Date but prior to the earlier to occur of the Distribution Date, the Redemption Date, the Exchange Date and the Final Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "Company") Emulex Corporation and Registrar and Transfer CompanyMellon Investor Services LLC, as Rights Agent, dated as of May 6January 15, 2004 and 2009, as the same may be amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyEmulex 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. The Company Emulex 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 which are owned by or transferred to have been owned by any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or any Affiliate or Associate thereof (as defined in the Rights ------------------------------------------------------------ Agreement) and certain ), or the transferees thereof will thereof, may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the earlier to occur of the Distribution Date, the Redemption Date, the Exchange Date and the Final Expiration Date, the Rights associated with the Common Stock 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, certificate shall also constitute the transfer of the Rights associated with the Common Stock Shares represented thereby. Notwithstanding this subsection (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. In the event that the Company purchases or otherwise acquires any Common Stock Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that Shares which are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of Nothing in this Agreement will require the Company to issue certificated Common Shares or Rights, unless requested by the rights of any holder of the Rightsthereof.
Appears in 1 contract
Sources: Rights Agreement (Emulex Corp /De/)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date or (or, if such tenth (10th) calendar day occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on the tenth (10th) Business Day (or, if such tenth (10th) Business Day occurs before the Record Date, the Close of Business on the Record Date) or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) shall determine after the date of the commencement that a tender or exchange offer, or an intention to make a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of the intention of such which would result in beneficial ownership by a Person (other than an Exempt Person) of fifteen percent (15%) or more (or, in the case of a M▇▇▇▇▇▇▇▇▇ Group Member, twenty percent (20%) or more) of the outstanding shares of Common Stock (including any such date that is after the date of this Agreement and prior to commence, a tender or exchange offer the consummation issuance of which would result in any Person (other than an Exempt Personthe Rights) becoming an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 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 (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of shares of Common Stock. The Company shall give the Rights Agent written notice of the Distribution Date as promptly as practicable thereafter. As soon as practicable after the Distribution Date, Date and receipt of written notice of the Company will prepare Distribution Date and executeall other necessary information from the Company, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the close Close of business Business on the Distribution Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person), or, with respect to shares of Common Stock so issued on or after the Distribution Date (unless otherwise provided with respect thereto as aforesaid), to the record holder of such shares of Common Stock on the date of issuance (other than to 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")B, ---------- evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to 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) , 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)) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As promptly as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred StockRights, 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 Stock as of the Close of Business on the Record Date (other than to any Acquiring Person or any Associate or Affiliate of any an Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the 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) and the registered holders of the shares of Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date (or, if earlierDate, the Redemption Date and the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of RightsRights attached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition other than shares of Common Stock out issued upon the exercise or exchange of treasury stock any Right) which are issued (whether originally issued or issuance or reissuance of Common Stock out of authorized but unissued sharesdelivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, or in certain circumstances provided in Section 22 hereof22, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) issued after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date (including, without limitation, reacquired shares of Common Stock referred to in the last sentence of this paragraph (c)) 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 YP Corp. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN AIRGAS, INC. (the "Company"THE “COMPANY”) and Registrar and Transfer CompanyAND THE BANK OF NEW YORK, as Rights AgentAS RIGHTS AGENT, dated as of May 6DATED AS OF MAY 8, 2004 and as amended from time to time 2007 (the "Rights Agreement"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 CompanyTHE 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 circumstancesTHE 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 AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificateSUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request thereforTHE 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 FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. Under ----- certain circumstancesUNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementRIGHTS ISSUED TO, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person OR HELD BY, ANY PERSON WHO IS, HAS OR BECOMES AN ACQUIRING PERSON OR ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (as defined in the Rights ------------------------------------------------------------ AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferableWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. -------------------------------------------------- THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION IF THE REQUISITE QUALIFICATION TO THE ISSUANCE OF THE RIGHTS TO SUCH HOLDER, OR THE EXERCISE BY OF THE RIGHTS SUCH HOLDER, IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE. With respect to such certificates containing bearing the foregoing legend, until the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, the Rights associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alonealone and registered holders of shares of Common Stock shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstandingcertificates. Notwithstanding this Section 3(c)the foregoing, 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. In the event that the Company purchases or acquires any shares of Common Stock after the Record Date but prior to the earlier of the Distribution Date, the Redemption Date and the Final Expiration Date, any Rights associated with such shares of Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.
Appears in 1 contract
Sources: Rights Agreement (Airgas Inc)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined one or more times 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the successful consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating an Acquiring Person amount equal to or more than the Permitted Limit (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance re-issuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "Company") LTC HEALTHCARE, INC. and Registrar and Transfer CompanyCOMPUTERSHARE INVESTOR SERVICES, LLC, as Rights Agent, dated as of May 6November 9, 2004 and 2001 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the CompanyLTC HEALTHCARE, INC. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company LTC HEALTHCARE, INC. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 Agreement or the rights of any holder of the Rights.
Appears in 1 contract
Issue of Right Certificates. (a) Until the Close close of Business business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day business day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate 11 9 Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) . 12 10 Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. The Dun & Bradstreet Corporation (the "Company"formerly known as The New D&B Corporation) and Registrar and Transfer EquiServe Trust Company, as Rights Agent, dated as of May 6_________ ___, 2004 and 2000 (as amended the same may be amended, supplemented or otherwise modified 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 the CompanyThe Dun & Bradstreet 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. The Company Dun & Bradstreet 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 Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common 13 11 Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 (New D&b Corp)
Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common 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), 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 share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), --------- by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Distribu- tion Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a Rights Agreement between YP Corp. (the "The Bombay Company") , Inc. and Registrar and Transfer CompanyThe First National Bank of Boston, as Rights Agent, dated as of May 6June 1, 2004 and 1995 as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the The Bombay Company. , Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Bombay Company, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under ----- certain circumstances, as set forth in the Rights Agreement, ------------------------------------------------------------ Rights owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person (as defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will become null ------------------------------------------------------------ and void and will no longer be transferable. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate, except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that 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 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 earlier of (i) the close of business on the tenth calendar day after the Stock Shares Acquisition Date (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 Business Day calendar 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 of, or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, or any Subsidiary of the first public announcement Company, any employee benefit plan of the intention 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 terms of any such Person (other than an Exempt Personplan) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any Person (other than an Exempt Person) becoming be an Acquiring Person (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record 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 Stock registered in the ------------- names of the holders thereof of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. 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, at the Rights Agent will countersignCompany’s expense, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common 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 Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), ---------- evidencing one Right (for each share of the Common Stock so held, subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.
(b) On As soon as practicable following the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close close of Business business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for Common Stock, and the registered in the names holders of the Common Stock shall also be the registered holders thereof together with of the Summary of associated Rights. Until the Distribution Date (or, if earlier, or earlier redemption or expiration of the Expiration DateRights), the surrender for transfer of any certificate of the certificates for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, Date shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate.
(c) Rights shall be issued in respect of all shares of Common Stock issued or disposed of (including, without limitation, upon disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration DateDate (as such term is defined in Section 7), or and, in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition representing such shares of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. Lydall, Inc. and American Stock Transfer & Trust Company, LLC (the "Company") and Registrar and Transfer Company, as Rights Agent, dated as of May 6, 2004 and 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 the Company. Lydall, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company Lydall, 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. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect After the due execution of any supplement or amendment to such certificates containing this Agreement in accordance with the terms hereof, the reference to this Agreement in the foregoing legend, until legend shall mean the Agreement as so supplemented or amended. Until the Distribution Date Date, the Rights associated with the Common Stock represented by such certificates containing the foregoing legend shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such certificate. In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock that 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 Agreement application or the rights of any holder interpretation of the Rightsprovisions of Section 7(e) hereof.
Appears in 1 contract
Sources: Rights Agreement (Lydall Inc /De/)
Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day after the date on which the Stock Acquisition Date 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 date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer for an amount of Common Stock of the consummation Company which, together with the shares of such stock already owned by such Person, constitutes 15% or more of the outstanding Common Stock of the Company (including any such date which would result in any Person (other than an Exempt Personis after the date of this Agreement and prior to the issuance of the Rights) becoming an Acquiring Person (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates Book-Entries, or certificates, for shares of Common Stock of the Company registered in the ------------- names of the holders thereof of Common Stock of the Company (which Book-Entries, or certificates, for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Book Entries, or Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock 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 (subject to adjustment as provided herein) for each share of Common Stock of the Company so held, subject to adjustment and 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.
(b) On the Record Date, Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, 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 Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person)Date, at the address of such holder shown on the records of the Company. With respect to Book-Entries or certificates for Common 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 Book-Entries or certificates registered in the names of the holders thereof for Common Stock together with the Summary of Rights. Until the earlier of the Distribution Date (or, if earlier, or the Expiration Date), the transfer by the Company's Direct Registration's System of any Common Stock represented by a Book-Entry or the surrender for transfer of any certificate for Common Stock of the Company outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented therebyby such Book-Entry or certificate.
(c) Rights shall be Certificates issued in respect of all shares of by the Company for Common Stock issued or disposed (whether upon transfer of (includingoutstanding Common Stock, without limitation, upon disposition of Common Stock out of treasury stock or original issuance or reissuance of Common Stock out of authorized but unissued sharesdisposition from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued ---------- for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall also be deemed to be certificates for the Rights and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between YP Corp. (the "Company") Corporation and Registrar and Transfer EquiServe Trust Company, N.A., as Rights Agent, dated as of May 6, 2004 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 the CompanyCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company 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. Under ----- certain circumstances, as circumstances set forth in the Rights Agreement, ------------------------------------------------------------ Rights beneficially owned by or transferred to any Person who is or ------------------------------------------------------------ becomes an Acquiring Person Person, or any Associate or Affiliate thereof (as such terms are defined in the Rights ------------------------------------------------------------ Agreement) and certain transferees thereof will ), whether currently held by or on behalf of such Person or by any subsequent holder, may become null ------------------------------------------------------------ and void and will no longer be transferablevoid. -------------------------------------------------- With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock of the Company represented by such certificates shall be evidenced by such certificates alonealone and registered holders of Common Stock of the Company shall also be the registered holders of the associated Rights, and the surrender for transfer of any of such certificate, except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. In the event that of the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with represented by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock that are no longer outstanding. Notwithstanding this Section 3(c), the omission of a legend shall not ------------- affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates.
Appears in 1 contract