New Certificates and Uncertificated Shares After Record Date Clause Samples
The "New Certificates and Uncertificated Shares After Record Date" clause governs the treatment of shares that are issued or become uncertificated after a specified record date, typically in the context of a corporate action such as a merger or dividend. It outlines the procedures for recognizing ownership and the rights of holders of these new or uncertificated shares, ensuring they are properly accounted for in the transaction. This clause is essential for maintaining accurate records and ensuring that all shareholders, including those acquiring shares after the record date, are treated fairly and in accordance with the terms of the corporate action.
New Certificates and Uncertificated Shares After Record Date. Certificates for Common Stock that become outstanding (whether upon issuance out of authorized but unissued Common Stock, disposition out of treasury or transfer or exchange of outstanding Common Stock) after the Record Date but prior to the earliest of the Distribution Date or the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date, shall have impressed, printed, stamped, written or otherwise affixed onto them a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Tax Benefit Preservation Plan between bebe stores, inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of January 12, 2018 as the same may be amended from time to time (the “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 Plan, such Rights (as defined in the Plan) 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 Plan without charge after receipt of a written request therefor. As described in the Plan, Rights which are owned by, transferred to or have been owned by Acquiring Persons (as defined in the Plan) or any Affiliate or Associate (as defined in the Plan) of any Acquiring Person shall become null and void and will no longer be transferable. With respect to any Book Entry Shares, such legend shall be included in a notice to the record holder of such shares in accordance with applicable law. Until the Distribution Date (or the earlier Expiration Date), the Rights associated with the Common Stock represented by such certificates and such Book Entry Shares shall be evidenced solely by such certificates or the Book Entry Shares alone, and the surrender for transfer of any such certificates 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 Right...