Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 4 contracts
Sources: Rights Agreement (Insmed Inc), Rights Agreement (Norfolk Southern Corp), Rights Agreement (Norfolk Southern Corp)
Preferred Stock Record Date. Each Person in whose name any certificate for any number of shares of Preferred Stock (and, or following the occurrence of a Triggering Event, Common Stock and/or other securitiesStock) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, or following the occurrence of a Triggering Event, Common Stock and/or other securitiesStock) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiesStock) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiesStock) transfer books of the Company are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 4 contracts
Sources: Shareholder Rights Agreement (Mack Cali Realty Corp), Shareholder Rights Agreement (Mack Cali Realty Corp), Shareholder Rights Agreement (Mack Cali Realty L P)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (Perceptron Inc/Mi), Rights Agreement (Champion Enterprises Inc), Rights Agreement (Perceptron Inc/Mi)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (Metris Companies Inc), Rights Agreement (Midas Group Inc), Rights Agreement (Hussmann International Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for a number of shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closedclosed or a date on which the exercisability of the Rights is suspended pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, as applicable, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are openopen or the next succeeding Business Day on which such suspension is no longer in effect. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (Orapharma Inc), Rights Agreement (Orapharma Inc), Rights Agreement (Intersil Corp/De)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (Idexx Laboratories Inc /De), Rights Agreement (Centennial Technologies Inc), Rights Agreement (Centennial Technologies Inc)
Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (NMT Medical Inc), Rights Agreement (NMT Medical Inc), Rights Agreement (Waban Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for representing shares of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued (or in which such securities are registered upon the stock transfer books of the Company) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate (or registration) shall be dated, the date upon which the Right Certificate evidencing such Rights Rights, together with the form of election to purchase duly completed and executed, was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate (or registration) shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (Rent a Center Inc De), Rights Agreement (Rent a Center Inc De), Rights Agreement (Kindred Biosciences, Inc.)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of Preferred Stock (or Common Stock and/or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 3 contracts
Sources: Rights Agreement (First Oak Brook Bancshares Inc), Rights Agreement (Wintrust Financial Corp), Rights Agreement (Irwin Financial Corporation)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closedclosed or a date on which the exercisability of the Rights is suspended pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, as applicable, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are openopen or the next succeeding Business Day on which such suspension is no longer in effect. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Pharmacopeia Inc), Rights Agreement (Pharmacopeia Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Alamosa PCS Holdings Inc), Rights Agreement (Callon Petroleum Co)
Preferred Stock Record Date. Each Person in whose name any certificate or book entry for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Real Industry, Inc.), Rights Agreement
Preferred Stock Record Date. Each Person person in whose name any certificate for any number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Lexmark International Group Inc), Rights Agreement (Lexmark International Group Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one ten-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Cameron Ashley Building Products Inc), Rights Agreement (Cameron Ashley Building Products Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Waddell & Reed Financial Inc), Rights Agreement (Waddell & Reed Financial Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) only when such shares first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.), Section 382 Rights Agreement (Enzon Pharmaceuticals, Inc.)
Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented evidenced thereby on, and such certificate or depositary receipt shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the aggregate Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate or depositary receipt shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open; and further provided, however, that if delivery of Units of Preferred Stock is delayed as a result of a failure to register such Units of Preferred Stock pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such Units of Preferred Stock only when such Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Chefs' Warehouse, Inc.), Rights Agreement (WebMD Health Corp.)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Engage Inc), Stockholder Rights Agreement (Engage Inc)
Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Cellstar Corp), Rights Agreement (Cellstar Corp)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Acclaim Entertainment Inc), Rights Agreement (Rf Micro Devices Inc)
Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Units of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open; and further provided, however, that if delivery of Units of Preferred Stock (or other securities) is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such Units of Preferred Stock (or other securities) only when such Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Wireless Facilities Inc), Rights Agreement (Kintera Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one five thousandths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Programmers Paradise Inc), Rights Agreement (Programmers Paradise Inc)
Preferred Stock Record Date. Each Person in whose --------------------------- name any certificate for shares of Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) is issued upon the exercise of Class A Rights or Class B Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxesTransfer Taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dateddated as of, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) relevant transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Preferred Stock Record Date. Each Person in whose the name of which any certificate entry in the Book Entry account system of the transfer agent for shares of the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) for a number of one one-thousandths of a share of Preferred Stock (or number of shares of Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed, or such actions were taken and documents were delivered as established by the Company to surrender Rights represented in uncertificated form; and, in each case, payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Tax Benefits Preservation Plan (Liveperson Inc), Tax Benefits Preservation Plan (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Alloy Inc), Stockholder Rights Agreement (Alloy Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional stock or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of Preferred Stock (or Common Stock and/or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the aggregate Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise ; PROVIDED FURTHER, HOWEVER, that if delivery of the Rights evidenced thereby, the holder Units of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.Preferred
Appears in 2 contracts
Sources: Rights Agreement (Dura Pharmaceuticals Inc), Rights Agreement (Dura Pharmaceuticals Inc)
Preferred Stock Record Date. Each Person person --------------------------- (other than the Company) in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other 11 securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Amerco /Nv/), Rights Agreement (Amerco /Nv/)
Preferred Stock Record Date. Each Person person in whose name any ---------------------------- certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Medarex Inc), Rights Agreement (Medarex Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the record holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Cerner Corp /Mo/), Rights Agreement (Gold Banc Corp Inc)
Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented evidenced thereby on, and such certificate or depositary receipt shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate or depositary receipt shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open; and further provided, however, that if delivery of Units of Preferred Stock is delayed as a result of a failure to register such Units of Preferred Stock pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such Units of Preferred Stock only when such Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Pacific Gas & Electric Co), Rights Agreement (Pg&e Corp)
Preferred Stock Record Date. Each Person in whose name any certificate or entry in the book entry account system of the transfer agent for shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented evidenced thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Barnes & Noble Education, Inc.), Rights Agreement (Newpark Resources Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Centex Construction Products Inc), Rights Agreement (Eagle Materials Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Amtech Systems Inc), Rights Agreement (Amtech Systems Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charge) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Vari Lite International Inc), Rights Agreement (Vari Lite International Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Kerr Group Inc), Rights Agreement (Compaq Computer Corp)
Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Wit Capital Group Inc), Rights Agreement (Wit Capital Group Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered surren dered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company Com pany are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise exer cise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Owens Corning), Rights Agreement (Owens Corning)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Motorcar Parts & Accessories Inc), Rights Agreement (Motorcar Parts & Accessories Inc)
Preferred Stock Record Date. Each Person person in whose name --------------------------- any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Peerless Systems Corp), Rights Agreement (Gateway 2000 Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional amount of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Stockholder Rights Agreement (Om Group Inc), Stockholder Rights Agreement (Om Group Inc)
Preferred Stock Record Date. Each Person in whose ---------------------------- name any certificate for shares of Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) is issued upon the exercise of Class A Rights or Class B Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxesTransfer Taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dateddated as of, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) relevant transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one ten-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (National Healthcare Corp), Rights Agreement (Advanta Corp)
Preferred Stock Record Date. Each Person person ___________________________ in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of ________ such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Gibson Greetings Inc), Rights Agreement (Gibson Greetings Inc)
Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Mmi Companies Inc), Rights Agreement (Mmi Companies Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxesTransfer Taxes) was made; providedPROVIDED, howeverHOWEVER, that THAT, if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) of Preferred Stock on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder holder of the Company with respect to shares of Preferred Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 2 contracts
Sources: Rights Agreement (Consolidated Graphics Inc /Tx/), Rights Agreement (Consolidated Graphics Inc /Tx/)
Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book entry account system of the transfer agent for shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented evidenced thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one- thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement
Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in --------------------------- whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of -------- ------- such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name --------------------------- any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the --------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-one thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of Preferred Stock (or Common Stock and/or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Allete Inc)
Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company Company, or the issuer of any such other securities if not the Company, are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company Company, or the issuer of any such other securities if not the Company, are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Harsco Corp)
Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Cytrx Corp)
Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon exercise of the Rights shall be for all purposes the holder of record of such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) is issued upon , as the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securitiescase may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and/or governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Immersion Corp)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate Rights Certifi- cate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedpro- vided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate cer- tificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to Before the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate or book entry for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Corecomm Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such shares of Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be are exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Tax Benefits Preservation Plan (Sandridge Energy Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for any number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (First Industrial Realty Trust Inc)
Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become registered as the holder of record of the Units of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented evidenced thereby on, and such certificate or depositary receipt shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was is duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was is made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books register of the Company are members is closed, such Person shall be deemed to have become registered as the record holder of such shares (fractional or otherwise) securities on, and such certificate or depositary receipt shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books register of members is open; and FURTHER PROVIDED, HOWEVER, that if delivery of Units of Preferred Stock is delayed as a result of a failure to register such Units of Preferred Stock pursuant to Section 9(c), such Persons shall be registered as the Company are openrecord holders of such Units of Preferred Stock only when such Units first become deliverable. Prior to the exercise registration in the register of members of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Bunge LTD)
Preferred Stock Record Date. Each Person person in whose name --------------------------- any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Midas Group Inc)
Preferred Stock Record Date. Each Person person (other than the Company) in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) is issued (or in whose name a book-entry account for such securities is held) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered (or the transfer of the book-entry accounts effected) and payment of the Purchase Price (and any applicable transfer taxesor similar taxes and charges) was made; provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine) shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate (or book-entry account) shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Hearusa Inc)
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name any certificate for shares Units of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) such Units represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for --------------------------- shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and any certificate evidencing such certificate shares shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, -------- however, that if the date of such surrender and payment is a date upon which the ------- Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and any certificate evidencing such certificate shares shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced Active 38182663.6 19 thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares or other securities for which the Rights shall be are exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one ten-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one ten-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be are exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one ten-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Shareholder Rights Plan (La Jolla Fresh Squeezed Coffee Co Inc)
Preferred Stock Record Date. Each Person person in whose name any ------------------------------ certificate for any number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement
Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-one hundredth of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Cybercash Inc)
Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Imc Global Inc)
Preferred Stock Record Date. Each Person in whose name any certificate or book entry for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Planetcad Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one ten-thousandth of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which such shares of the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to the shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Airgas Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one two-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate is evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day business day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to ."
(E) Deleting the exercise clause of subparagraph (a)(ii)(C) of Section 11 of the Rights evidenced thereby, Agreement which provides "(x) multiplying the holder then Current Purchase Price by the then number of one one-hundredths of a Right Certificate shall not be entitled to any rights share of a shareholder of the Company with respect to shares Preferred Stock for which a right is then exercisable and dividing that product by (y)" and inserting in lieu thereof the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.following clause:
Appears in 1 contract
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Hospira Inc)
Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one two-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Armco Inc)
Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.
Appears in 1 contract
Sources: Rights Agreement (Investors Financial Services Corp)