FOR VALUE RECEIVED. hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Certificate, together with all rights, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: STALWART TANKERS INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate to purchase the number of one one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.
Appears in 1 contract
Samples: Form of Shareholders Rights Agreement (Stalwart Tankers Inc.)
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Warrant Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact, Attorney, to transfer this Rights the within Warrant Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: -------------------------------- (Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” conform in all respects to name of holder as defined in Rule 17Ad-15 promulgated under specified on the Securities Exchange Act face of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Warrant Certificate) To: STALWART TANKERS INC------------------------------- ------------------------------- (Insert Social Security or Other Identifying Number of Assignee) EXHIBIT B THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. The undersigned hereby irrevocably elects to exercise THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, _____________ Rights represented by this Rights , 2002 No. W-1 125,000 Warrants WARRANT CERTIFICATE This Warrant Certificate to purchase the number of one one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person XX Xxxxxxxx & Co., Inc., or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may beregistered assigns, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each registered holder of a right will be entitled 125,000 Warrants to purchase for U.S.$ [ purchase, at any time from _______, 1997 until 5:00 P.M. New York City time on ___ ] _____, 2002 ("Expiration Date"), an aggregate of up to 125,000 common stock purchase warrants, each common stock purchase warrant entitling the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as holder thereof to purchase one share of common stock. Flip-in: If , no par value (collectively, the "Underlying Warrants"), of Group Long Distance, Inc., a Florida corporation (the "Company"), at an acquiring person initial exercise price, subject to adjustment in certain events (an “Acquiring Person”) acquires more than 15% the "Exercise Price"), of $.11 per Underlying Warrant, upon surrender of this Warrant Certificate and payment of the company’s common stock then each holder Exercise Price at an office or agency of a right the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of _______, 1997 between the Company and XX Xxxxxxxx & Co., Inc. (except that Acquiring Person) the "Warrant Agreement"). Payment of the Exercise Price may be made in cash, or by certified or official bank check in New York Clearing House funds payable to the order of the Company, or any combination thereof. The Underlying Warrants issuable upon exercise of the Warrants will be entitled to buy exercisable at any time from _______, 1998 until 5:00 P.M. Eastern Time _______, 2000 each Underlying Warrant entitling the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled thereof to purchase at the Exercise Price, a number of shares one fully-paid and non-assessable share of common stock of the surviving entity which has Company, at an initial exercise price, subject to adjustment in certain events, of $5.94 per share. The Underlying Warrants are issuable pursuant to the terms and provisions of a then current market value certain agreement dated as of twice _______, 1997 by and among the Exercise PriceCompany, XX Xxxxxxxx & Co., Inc. and Continental Stock Transfer & Trust Company (the "Public Warrant Agreement"). Exchange Provision: Any time after The Public Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to (except as otherwise provided in the date an Acquiring Person obtains more than 15% Warrant Agreement) for a description of the company’s common stock rights, limitations of rights, manner of exercise, anti-dilution provisions and before that Acquiring Person acquires more than 50% of other provisions with respect to the company’s outstanding common stockUnderlying Warrants. No Warrant may be exercised after 5:00 P.M., the company may exchange each right owned by all other rights holdersNew York City time, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31Expiration Date, 2023 or (2) the exchange or redemption of the rights as described aboveat which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto unto------------------------------------(Please print name, address and taxpayer identification number or social security number (Please print name and address as applicable) of transferee) this Rights ------------------------------------------this Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact------------- Attorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ------------------------ Signature ------------------------------- Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —___________________________________ Form of Reverse Side of Rights Certificate— (continued) Right Certificate -- continued FORM OF ELECTION TO PURCHASE ----------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: STALWART TANKERS SHOWBIZ PIZZA TIME, INC. The undersigned hereby irrevocably elects to exercise _____________ Rights --------Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths of a Preferred Share securities issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) securities be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) ---------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) ------------------------------------------------------------------- The undersigned elects to purchase (check one) ----- Preferred Shares or ----- Common Shares of the Company. Dated:----------------,---------- -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate -- continued ------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: ---------------------------- Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE ----- The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer TO PURCHASE PREFERRED SHARES On November 19, 1997, the Board of Rights: Distribution Directors of ShowBiz Pizza Time, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.10 per share (the "Common Shares"), of the Company. The dividend is payable on November 25, 1997 (or such earlier date as may be determined by the Board of Directors of the Company) to all holders of record of Common Shares as of the close of business on November 19, 1997 (or such earlier date as may be determined by the Board of Directors of the Company (the "Record Date: The rights will separate "). Each Right entitles the registered holder to purchase from the common stock Company one one-hundredth of a share of Series B Junior Participating Preferred Stock, par value $100.00 per share (the "Preferred Shares"), of the Company at a price of $100.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and become exercisable after terms of the Rights are set forth in a Rights Agreement (1the "Rights Agreement") between the Company and Boston EquiServe, L.P., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group acquires of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the company’s common stock outstanding Common Shares or (2ii) the tenth 10 business day days (or such later date as may be determined by action of the company’s board Board of directorsDirectors of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) after following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group announces a tender or exchange offer which would result in that person or group holding of 15% or more of the company’s common stockoutstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates representing Common Shares with a copy of this Summary of Rights attached thereto. Preferred The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares Purchasable Upon Exercise will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights: On ), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 25, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. At any time following the Distribution Date, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of One Dollar and No/100 ($1.00) per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a right will be entitled to purchase for U.S.$ [ __________ ] Right (the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more other than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the company’s common stockRight, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a that number of shares of common stock of the surviving entity acquiring company which has at the time of such transaction will have a then current market value of twice two times the Exercise PricePurchase Price of the Right. Exchange Provision: Any In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after the date any person or group becomes an Acquiring Person obtains and prior to the acquisition by such person or group of 50% or more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% outstanding Common Shares, the Board of Directors of the company’s outstanding common stock, the company Company may exchange each right the Rights (other than Rights owned by all other rights holderssuch person or group and their respective affiliates and associates which will have become void), in whole or in part, for at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the company’s common stockCompany's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). Redemption With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of Rights: The company can redeem at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the rights at election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to an Acquiring Person acquiring or within 10 business days following the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the company’s common stockoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as described abovea stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Pursuant to the Rights Agreement, certain actions (e.g. redeeming outstanding Rights, amending the Rights Agreement, etc.) may only be made with the approval of the Board of Directors of the Company, including a majority of at least three (3) Continuing Directors (as hereinafter defined). As used herein, a Continuing Director will mean any person (other than an Acquiring Person) or an affiliate or associate of an Acquiring Person or a representative of an Acquiring Person or of any such affiliate or associate) who was a director prior to the date of the Rights Agreement and any person (other than an Acquiring Person or an affiliate or associate of an Acquiring Person or a representative of an Acquiring Person or of any such affiliate or associate) nominated for selection or elected to the Board of Directors of the Company pursuant to the approval of a majority of the Continuing Directors. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER (Please please print or type name and address of transfereeaddress) this Rights Certificate, together with all rights, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact___________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints Attorney to transfer this Rights Warrant Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined substitution in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associatepremises. Dated: Signature: --------------------- Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, as amendedWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK EXCHANGE. Guarantees by a notary public are not acceptableEXHIBIT B NO. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: STALWART TANKERS WB ___ _____ WARRANTS CLASS B REDEEMABLE WARRANT CERTIFICATE CELLCOM TECH, INC. The undersigned CUSIP ___________ THIS CERTIFIES THAT, FOR VALUE RECEIVED, ----------------------------- or registered assigns (the "Registered Holder") is the owner of the number of Class B Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as hereinafter defined), one fully paid and nonassessable share of Common Stock, $0.001 par value, of Cellcom Tech, Inc., a New York corporation (the "Company"), at any time from the Commencement Date (as hereinafter defined) to the Expiration Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, 2 Broadway, New York, New Yorx 00000, xx Xxxxxxx Xxxxx, xx xxx xxccessor (the "Warrant Agent"), accompanied by payment of $3.50 per share, subject to adjustment (the "Purchase Price"), in lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby irrevocably elects are issued pursuant to exercise and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), dated as of _____________ Rights represented , 200_, by this Rights Certificate to purchase and between the Company and the Warrant Agent. In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price and the number of one one-thousandths shares of a Preferred Share issuable Common Stock subject to purchase upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (each Warrant represented hereby are subject to modification or a registration on adjustment. Each Warrant represented hereby is exercisable at the transfer books option of the Company if Registered Holder, but no fractional interests will be issued. In the Preferred Shares are not certificated) be issued (or effected) in case of the name of: Please insert social security or other identifying number (Please print name and address) If such number exercise of Rights shall not be less than all the Rights evidenced by Warrants represented hereby, the Company shall cancel this Rights Certificate, Warrant Certificate upon the surrender hereof and shall execute and deliver a new Rights Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described aboveWarrants.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ---------------------------------------- (Please print name name, address and address taxpayer identification number or social security number (as applicable) of transferee) this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-factAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------------------- Signature ------------------------------ Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —B-5 76 Form of Reverse Side of Rights Certificate— (continued) Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: STALWART TANKERS INC. AMRESCO CAPITAL TRUST The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths of a Preferred Share securities issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) securities be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) The undersigned elects to purchase (check one) _______ Preferred Shares or ______ Common Shares of the Company. Dated:__________, ____ ------------------------------------ Signature B-6 77 Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: ------------------------------------ Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT C SUMMARY OF RIGHTS Distribution and Transfer TO PURCHASE PREFERRED SHARES On February 25, 1999, the Board of Rights: Distribution Trust Managers of AMRESCO CAPITAL TRUST (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding common share of beneficial interest, par value $0.01 per share (the "Common Shares"), of the Company. The dividend is payable on March 11, 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company) to all holders of record of Common Shares as of the close of business on March 11, 1999 (or such earlier date as may be determined by the Board of Trust Managers of the Company (the "Record Date: The rights will separate "). Each Right entitles the registered holder to purchase from the common stock Company one one-hundredth of a share of the Series A Junior Participating Preferred Shares, par value $0.01 per share (the "Preferred Shares"), of the Company at a price of $37.50 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and become exercisable after terms of the Rights are set forth in a Rights Agreement (1the "Rights Agreement) between the Company and the Bank of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 business days following a public announcement that a person or group acquires of affiliated or associated persons (an "Acquiring Person"), other than any member of the AMRESCO Group, has acquired beneficial ownership of 15% or more of the company’s common stock outstanding Common Shares or (2ii) the tenth 10 business day days (or such later date as may be determined by action of the company’s board Board of directorsTrust Managers of the Company prior to such time as any person or group of affiliated persons becomes an Acquiring Person) after following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group announces a tender or exchange offer which would result in that person or group holding of 15% or more of the company’s common stockoutstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced by the certificates representing Common Shares with a copy of this Summary of Rights attached thereto. Preferred The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares Purchasable Upon Exercise will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights: On ), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and thereafter, such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on March 1, 2009 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. At any time following the Distribution Date relating to a Flip-In Event, Rights (other than Rights owned by an Acquiring Person and the Acquiring Person's affiliates and associates, which will have become void) may be exercised (subject to their earlier termination, expiration or exchange) to acquire, in lieu of Preferred Shares, at the then current Purchase Price of the Right, that number of Common Shares (or if there are insufficient Common Shares, Preferred Shares or fractions thereof) which at such time will have a market value of two times the Purchase Price of the Right. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of (i) One Dollar and No/100 ($1.00) per share or (ii) 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share and each holder will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a right will be entitled to purchase for U.S.$ [ __________ ] Right (the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more other than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% and the affiliates and associates of such Acquiring Person, whose Rights will have become void) will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the company’s common stockRight, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a that number of shares of common stock of the surviving entity acquiring company which has at the time of such transaction will have a then current market value of twice two times the Exercise PricePurchase Price of the Right. Exchange Provision: Any In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person or the affiliates and associates of such Acquiring Persons (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the Purchase Price of the Right. At any time after the date any person or group becomes an Acquiring Person obtains and prior to the acquisition by such person or group of 50% or more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% outstanding Common Shares, the Board of Trust Managers of the company’s outstanding common stock, the company Company may exchange each right the Rights (other than Rights owned by all other rights holderssuch person or group and their respective affiliates and associates which will have become void), in whole or in part, for at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the company’s common stockCompany's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). Redemption With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of Rights: The company can redeem at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the rights at election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to an Acquiring Person acquiring or within 10 business days following the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the company’s common stockoutstanding Common Shares, the Board of Trust Managers of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights Rights may be made effective at such time on such basis with such conditions as described abovethe Board of Trust Managers of the Company in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Board of Trust Managers may supplement or amend the Rights Agreement without the approval of the holders of Rights. From and after such time as any person or group of affiliated or associated persons become an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interests of the holders of the Rights (other than the Acquiring Person or an affiliate or associated of an Acquiring Person). The terms of the Rights may not be amended to (i) reduce the Redemption Price (except as required by antidilution provisions) or (ii) provide for an earlier Final Expiration Date.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto --------------- (Please print name and address of transferee) this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact---------------- Attorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCrown Central Petroleum and its transfer agent, with full power of substitution. Dated: ---------------, ---- Signature -------------------------------- - Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Series A Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —------------------------- ------------------------------ Form of Reverse Side of Rights Certificate— (continued) Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Series A Rights represented by the Rights Right Certificate.) To: STALWART TANKERS INC. Crown Central Petroleum Corporation The undersigned hereby irrevocably elects to exercise _____________ ------- Series A Rights represented by this Rights Right Certificate to purchase shares of the number of one one-thousandths of a Series A Preferred Share Stock issuable upon the exercise of such Series A Rights and requests that certificates for such number shares of one one-thousandths of a Series A Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) Stock be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Series A Rights shall not be all the Series A Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Series A Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated:--------------------, -------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------------- Form of Reverse Side of Right Certificate - continued The undersigned hereby certifies that (1) the Series A Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) -------------------------- -------------------------- --------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Series A Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY A-2 Form of Right Certificate (Series B Preferred) Certificate No. R- ------- Rights NOT EXERCISABLE AFTER FEBRUARY 14, 2001 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE BOARD OF DIRECTORS, AT $.001 PER RIGHT OR FOR ONE ONE-THOUSANDTH (1/1000) OF ONE SHARE OF CLASS B COMMON PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS Distribution AGREEMENT. Right Certificate For Series B Preferred CROWN CENTRAL PETROLEUM CORPORATION This certifies that -------------, or registered assigns, is the registered owner of the number of Series B Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and Transfer conditions of Rights: Distribution Date: The rights will separate the Rights Agreement, dated as of February 1, 2000 (the "Rights Agreement"), between Crown Central Petroleum Corporation, a Maryland corporation (the "Company"), and First Union National Bank (the "Rights Agent"), to purchase from the common stock Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and become exercisable after (1) a person or group acquires ownership of 15% or more prior to 5:00 P.M., Baltimore, Maryland time, on February 14, 2001, at the principal office of the company’s common stock Rights Agent, or at the office of its successor as Rights Agent, one one-thousandth of a fully paid non- assessable share of Series B Junior Participating Preferred Stock, no par value, of the Company, (2the "Series B Preferred Stock") at a purchase price of $16 (subject to adjustment as provided in the tenth business day Rights Agreement) per one one-thousandth of a share of Series B Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Series B Rights evidenced by this Right Certificate (and the number of one one-thousandths of a share of Series B Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of February 15, 2000, based on the shares of Series B Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of one one-thousandths of a share of Series B Preferred Stock which may be purchased upon the exercise of the Series B Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office of the Rights Agent. This Right Certificate, with or such later without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Series B Preferred Stock as determined the Rights evidenced by the company’s board of directors) after a person Right Certificate or group announces a tender or exchange offer which would result Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in that person or group holding 15% or more of part, the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will shall be entitled to purchase receive upon surrender hereof another Right Certificate or Right Certificates for U.S.$ [ __________ ] the number of whole Series B Rights not exercised. Subject to the provisions of the Rights Agreement, the Series B Rights evidenced by this Right Certificate (i) may be redeemed by the “Exercise Price”) Company at a fraction redemption price, at the option of the Board of Directors, of $.001 per Right or for one one-thousandth (1/1000th1/1000) of one share of Class B Common per Right, or (ii) may be exchanged in whole or in part for shares of Series B Preferred Stock or shares of the company’s preferred stock Company's Class B Common, par value $5.00 per share. No fractional shares of Series B Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby, other than fractions which has similar economic terms as are integral multiples of one one- thousandth of a share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% Series B Preferred Stock, which may, at the election of the company’s common stock then each holder Company, be evidenced by depositary receipts. In lieu thereof, at the option of the Company, either a cash payment will be made or such fractional share (other than fractions which are integral multiples of one one-thousandth of a right (except that Acquiring Personshare of Series B Preferred Stock) will be rounded up to the next integral multiple of one one-thousandth of a share of Series B Preferred Stock, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to buy at vote or receive dividends or be deemed for any purpose the Exercise Price, a number holder of shares of the company’s common stock which has a then current market value Series B Preferred Stock or of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% any other securities of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity Company which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire be issuable on the earliest of (1) December 31exercise hereof, 2023 nor shall anything contained in the Rights Agreement or (2) herein be construed to confer upon the exchange or redemption holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as described above.provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ----------------,-------. -------------------------------By:------------------------- Name: Title:
Appears in 1 contract
Samples: Rights Agreement (Crown Central Petroleum Corp /Md/)
FOR VALUE RECEIVED. the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto (Please print name and address the Assignee named below all of transferee) this Rights Certificatethe rights of the undersigned under the within Warrant, together with all rights, title and interest therein, respect to the number of shares of Common Stock set forth below: Name of Assignee Address No. of Shares and does hereby irrevocably constitute and appoint ________________as attorney-in-fact, ____________ Attorney to make such transfer this Rights Certificate on the books of XXXX XXXX PETROLEUM CORPORATION, maintained for the within-named Companypurpose, with full power of substitutionsubstitution in the premises. The undersigned hereby certifies also represents that, by assignment hereof, the Assignee acknowledges that (1) this Warrant and the Rights evidenced by this Rights Certificate shares of stock to be issued upon exercise hereof are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associateacquired for investment purposes, and (3) after inquiry and that the Assignee will not offer, sell or otherwise dispose of this Warrant or any shares of stock to the best knowledge be issued upon exercise hereof except under circumstances which will not result in a violation of the undersignedSecurities Act of 1933, the undersigned did not acquire the Rights evidenced by this Rights Certificate from as amended, or any Person who is or was an Acquiring Person or an Affiliate or Associateapplicable state securities laws. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: STALWART TANKERS INC. The undersigned hereby irrevocably elects to exercise _________________________ Rights represented by this Rights Signature of Xxxxxx Xxxx Rose Petroleum Corporation EXHIBIT D FORM OF $.67 WARRANTS THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER THE ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Certificate to purchase the number of one one-thousandths of a Preferred Share issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)No. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ _______WC-___ ] Warrant to Purchase 250,000 Shares of Dated: To be Determined Common Stock (the “Exercise Price”subject to adjustment) a fraction (1/1000th) WARRANT TO PURCHASE COMMON STOCK of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.XXXX XXXX PETROLEUM CORPORATION
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-factAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyXXXXXX RESOURCES, INC., with full power of substitution. Dated: , [200 ] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. A notary public is not sufficient. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate have not acquired and are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2.) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —By Authorized Signature Form of Reverse Side of Rights CertificateCertificate — (continued) continued FORM OF ELECTION TO PURCHASE PURCHASE— (To be executed if holder desires to exercise the Rights represented by the Rights Right Certificate.) To: STALWART TANKERS XXXXXX RESOURCES, INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths of a Preferred Share Shares issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: , [200 ] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Form of Reverse Side of Right Certificate – continued The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights CertificateNOTICE— (continued) NOTICE The signature in the Form foregoing Forms of Assignment or Form of and Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company XXXXXX RESOURCES, INC., and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer TO PURCHASE PREFERRED SHARES On August 20, 2008, the Board of Rights: Distribution Directors of XXXXXX RESOURCES, INC. (the “Company”) declared a dividend of one Preferred Share Purchase Right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share (the “Common Shares”), of the Company. The dividend is payable on September 9, 2008 (the “Record Date: The rights will separate ”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the common stock Company one one-thousandth of a share of the Company’s Junior Participating Preferred Stock, Series B, par value $0.0001 per share (“Preferred Shares”) at a price of $45 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and become exercisable after terms of the Rights are set forth in a Rights Agreement (1the “Rights Agreement”) between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Until the earlier to occur of (i) the close of business on the 10th business day following a public announcement that a person or group acquires of affiliated or associated persons (an “Acquiring Person”) whose beneficial ownership of 15Common Shares, when combined with the Acquiring Person’s derivative equity interest of Common Shares of the Company (“Combined Ownership”), equals 20% or more of the company’s common stock outstanding Common Shares or (2ii) the tenth close of business on the 10th business day (or such later date as may be determined by action of the company’s board Board of directorsDirectors prior to such time as any person becomes an Acquiring Person) after a person or group announces the date that a tender or exchange offer or intention to commence a tender offer or exchange offer by any person or group is first published, announced, sent, or given, the consummation of which would result in that the Combined Ownership by such person or group holding 15of 20% or more of such outstanding Common Shares (the company’s common stockearlier of such dates being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on August 31, 2011 (the “Final Expiration Date”), unless the Final Expiration Date is extended or changed or unless the Rights are earlier redeemed by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares Purchasable Upon Exercise purchasable upon exercise of Rights: On the Distribution DateRights will not be redeemable. Each holder of a Preferred Share will be entitled to a minimum preferential quarterly dividend payment equal to the greater of $1 per share or 1,000 times the dividend declared per Common Share. In the event of liquidation, each holder of a right Preferred Share will be entitled to purchase for U.S.$ [ __________ ] (a payment of $1,000 per share provided that such holders shall be entitled to an aggregate payment of 1,000 times the “Exercise Price”) payment made per Common Share. Each Preferred Share will have 1,000 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares’ dividend and liquidation rights, the value of the one one-thousandth interest in a fraction (1/1000th) Preferred Share purchasable upon exercise of each Right should approximate the long term value of one share Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then its consolidated assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right (except that Acquiring Person) will be entitled to buy receive, upon the exercise thereof at the Exercise Price, a number of shares then current exercise price of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: IfRight, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a that number of shares of common stock of the surviving entity acquiring company which has at the time of such transaction will have a then current market value of twice two times the Exercise Priceexercise price of the Right. Exchange Provision: Any In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights acquired or beneficially owned by the Acquiring Person or an affiliate or associate or certain transferees of an Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after the date an Acquiring Person obtains acquisition by a person or group of affiliated or associated persons of Combined Ownership of 20% or more than 15% of the company’s common stock outstanding Common Shares and before that Acquiring Person acquires more than prior to the acquisition by such person or group of Combined Ownership of 50% or more of the company’s outstanding common stockCommon Shares, the company Board of Directors of the Company may exchange each right the Rights (other than Rights owned by all other rights holderssuch person or group which have become void), in whole or in part, for at an exchange ratio of one share Common Share or one one-thousandth of a Preferred Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share and which may, at the election of the company’s common stockCompany, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. Redemption of Rights: The company can redeem the rights at At any time prior to an Acquiring Person acquiring ownership the acquisition by a person or group of 15affiliated or associated persons of Combined Ownership of 20% or more of the company’s common stockoutstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the “Redemption Price”). Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the Rights may be made effective at such time on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as described abovea stockholder of the Company, including, without limitation, the right to vote or to receive dividends. At least once annually during the term of the Rights Agreement, a committee comprised of independent directors of the Company (the “Stockholder Rights Plan Committee”) will review the Rights Agreement to determine whether the Rights Agreement remains in the interests of the Company and its stockholders. Following each such review, the Stockholder Rights Plan Committee will report its conclusions to the full Board of Directors of the Company, including any recommendation in light thereof as to whether the Rights Agreement should be modified or the Rights should be redeemed. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated August 26, 2008. A copy of the Rights Agreement is available to shareholders of the Company free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto (Please print name and address of transferee) ------------------------------ this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact--------------------------, Attorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ------------------- ----------------------------------------- (Signature) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), . ----------------------------------------- (2Signature) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —B-4 Form of Reverse Side of Rights Certificate— (continued) Right Certificate - continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: STALWART TANKERS THE ALPINE GROUP, INC. The undersigned hereby irrevocably elects to exercise _____________ -------------------- Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths hundredth of a share of Preferred Share Stock (or such other number or kind of securities of the Company or of any other person which may be issuable upon the exercise of such Rights Rights) and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) shares be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such the number of Rights shall being exercised hereunder are not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: Signature: --------------- Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: ------------------------------------- Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form foregoing Forms of Assignment or Form of and Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C --------- SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On February 17, 1999, the Board of Directors of The Alpine Group, Inc. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.10 par value, of the Company (the "Common Shares"), payable to the stockholders of record on March 1, 1999 (the "Record Date"). The Board of Directors also authorized and directed the issuance of one Right with respect to each Common Share issued thereafter until the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights). Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, $1.00 par value (the "Preferred Shares"), at a price of $75.00, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and the American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), dated as of Rights: Distribution Date: February 17, 1999. Initially, the Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The rights Rights will separate from the common stock and become exercisable Common Shares upon the earliest to occur of (i) the tenth day after (1) a person or entity (a "Person") or group acquires of affiliated or associated Persons (a "Group") having acquired beneficial ownership of 15% or more of the company’s common stock outstanding Common Shares (except pursuant to a Permitted Offer, as hereinafter defined); or (2ii) the tenth 10 business day days (or such later date as determined the Board of Directors may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a Person or Group becoming an Acquiring Person (as hereinafter defined) (the earliest of such dates being called the "Distribution Date"). A Person or Group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that a Person or Group becomes an Acquiring Person is the "Stock Acquisition Date." Notwithstanding the foregoing, stockholders who currently own in excess of 15% of the outstanding Common Shares and their affiliates, associates and permitted transferees will not be deemed to be Acquiring Persons and their ownership will not cause a Distribution Date unless they acquire additional Common Shares equal to more than 20% of the number of Common Shares owned by them on the company’s board date of directors) after the Rights Agreement. In addition, a person or group announces Person who acquires Common Shares pursuant to a tender or exchange offer which is for all outstanding Common Shares at a price and on terms which the Board of Directors determines (prior to acquisition) to be adequate and in the best interests of the Company and its stockholders (other than such Person, its affiliates and associates) (a "Permitted Offer") will not be deemed to be an Acquiring Person and such Person's ownership will not constitute a Distribution Date. The Preferred Shares purchasable upon exercise of the Rights will have a minimum preferential quarterly dividend of $1.00 per share, but will be entitled to receive, in the aggregate, a dividend of 100 times the dividend declared on the Common Shares. In the event of liquidation, the holders of the Preferred Shares will be entitled to receive a minimum liquidation payment of $100 per share, but will be entitled to receive an aggregate liquidation payment equal to 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount and type of consideration received per Common Share. The rights of the Preferred Shares as to dividends and liquidation, and in the event of mergers and consolidation, are protected by customary anti-dilution provisions. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon the transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date (and to each initial record holder of certain Common Shares issued after the Distribution Date), and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date, and will expire at the close of business on February 17, 2009, unless earlier redeemed by the Company as described below. In the event that any person becomes an Acquiring Person, each holder of Rights (other than Rights that have become null and void as described below) will thereafter have the right (the "Flip-In Right") to receive, upon exercise of such Rights, the number of Common Shares (or, in certain circumstances, other securities of the Company) having a value (immediately prior to such triggering event) equal to two times the aggregate exercise price of such Rights. For example, if a Person became an Acquiring person at a time when the current per share market price of the Company's Common Shares is $20 and the Purchase Price was $100, each holder of a Right (other than a Right which has become null and void as described herein) would result have the right to receive ten Common Shares upon exercise of the Right and payment of the Purchase Price of $100. Following the occurrence of the event described above, all Rights that are or (under certain circumstances specified in the Rights Agreement) were beneficially owned by any Acquiring Person or any affiliate or associate thereof or certain transferees thereof will be null and void. The Board, at its option, may at any time after any Person becomes an Acquiring Person exchange all or part of the then issued and outstanding Rights (other than those that person or group holding 15have become null and void as described above) for Common Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or more of the company’s common stockCommon Shares at the time of such exchange. Preferred Shares Purchasable Upon Exercise of Rights: On In the Distribution event that, at any time following the Stock Acquisition Date, each holder (i) the Company is acquired in a merger or other business combination transaction in which the holders of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise Price”) a fraction (1/1000th) of one share all of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% outstanding Common Shares immediately prior to the consummation of the company’s common stock then each holder transaction are not the holders of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock all of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires corporation's voting power, or (ii) more than 50% of the company’s outstanding Company's assets or earning power is sold or transferred, then each holder of Rights (except Rights which previously have been voided as set forth above) shall thereafter have the right (the "Flip-Over Right") to receive, upon exercise of such Rights, common stockshares of the acquiring company (or in certain circumstances, its parent) having a value equal to two times the aggregate exercise price of the Rights. The Flip-Over Right shall not apply to any transaction described in clause (i) if such transaction is with a Person or Persons (or a wholly owned subsidiary of any such Person or Persons) that acquired Common Shares pursuant to a Permitted Offer and the price and form of consideration offered in such transaction is the same as that paid to all holders of Common Shares whose shares were purchased pursuant to the Permitted Offer. The holder of a Right will continue to have the Flip-Over Right whether or not such holder exercises or surrenders the Flip- In Right. The Purchase Price payable, and the number of Common Shares or other securities issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the company may exchange each right owned by all Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares, or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other rights holdersthan those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Common Shares will be issued and, in whole or lieu thereof, an adjustment in part, for one share cash will be made based on the market price of the company’s common stockCommon Shares on the last trading day prior to the date of exercise. Redemption of Rights: The company can redeem the rights at At any time prior to the earlier to occur of (i) a person becoming an Acquiring Person acquiring ownership of 15% or more (ii) the expiration of the company’s common stock. Expiration of Rights: The rights expire on , the earliest of (1) December 31Company may redeem the Rights in whole, 2023 or (2) the exchange or redemption of the rights as described above.but not in part, at
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto _____________(Please print name and address of transferee) this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-factAttorney, to transfer this Rights the within Right Certificate on the books of the within-named CompanyCHEMBIO DIAGNOSTICS, INC., with full power of substitution. Dated: , [200_] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. A notary public is not sufficient. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate have not acquired and are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2.) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —By Authorized Signature Form of Reverse Side of Rights CertificateCertificate — (continued) continued FORM OF ELECTION TO PURCHASE PURCHASE— (To be executed if holder desires to exercise the Rights represented by the Rights Right Certificate.) To: STALWART TANKERS CHEMBIO DIAGNOSTICS, INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths of a Preferred Share Shares issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: _______, [20__] Signature Signature Guaranteed: The signature must be medallion guaranteed by a financial institution (commercial bank, stockbroker, savings and loan, credit union or trust company) that is a participant in the Securities Transfer Agents Medallion Program, pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Form of Reverse Side of Right Certificate – continued The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate___________________________ NOTICE— (continued) NOTICE The signature in the Form foregoing Forms of Assignment or Form of and Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company CHEMBIO DIAGNOSTICS, INC., and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.C
Appears in 1 contract
FOR VALUE RECEIVED. hereby sells, assigns assigns, and transfers unto unto_________________ a Warrant to purchase ______________ shares of Common Stock, par value $[0,001] per share, of NUTRACEA. (Please print name and address of transferee) this Rights Certificatethe "Company"), together with all rightsright, title title, and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: STALWART TANKERS INC. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate attorney to purchase the number of one one-thousandths of a Preferred Share issuable upon the exercise of transfer such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration Warrant on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number Company, with full power of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement)substitution. Dated: SignatureBy: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in on the Form of foregoing Assignment or Form of Election to Purchase, as the case may be, must conform correspond to the name as written on upon the face of this Rights Certificate Warrant in every particular, without alteration or enlargement or any change whatsoever. In To: NutraCea 000 Xxxxx' Xxxxxx Xxxxx Xx Xxxxxx Xxxxx. XX 00000 Attention: Chief Executive Officer NOTICE OF EXERCISE The undersigned hereby exercises his or its rights to purchase ______ Warrant Shares covered by the event the certification set forth above within Warrant and tenders payment herewith in the Form amount of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ $__________ ] (by [tendering cash or delivering a certified check or bank cashier's check, payable to the “Exercise Price”) a fraction (1/1000th) of one share order of the company’s preferred stock which has similar economic terms as one share Company] [surrendering ______ shares of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% Common Stock received upon exercise of the company’s common stock then each holder attached Warrant, which shares have a Current Market Price equal to such payment] in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to: (Print Name, Address and Social Security or Tax Identification Number) and, if such number of Warrant Shares shall not be all the Warrant Shares covered by the within Warrant, that a right (except that Acquiring Person) will new Warrant for the balance of the Warrant Shares covered by the within Warrant be entitled to buy registered in the name of, and delivered to, the undersigned at the Exercise Priceaddress stated below. Dated: By: Print Name Signature Address: Yahoo! My Yahoo! Mail Search the Web Search Sign In New User? Sign Up Finance Home – Help Friday, a number of shares of the company’s common stock which has a then current market value of twice the Exercise PriceJanuary 28, 2005, 11:55AM ET - U.S. Markets close in 4 hours and 4 minutes. Flip-overTo track stocks & more, Register Quotes & Info Enter Symbol(s): e.g. YHOO, ^ DJI GO Symbol Lookup | Finance Search NutraCea (NTRZ.OB) At 10:47AM ET: If0.43 ò 0.01 (2,27%) Get Free Streamer Free Trades No inactivity Fees! $8 Trades Historical Prices Get Historical Prices for: GO ADVERTISEMENT SET DATE RANGE ● Daily Start Date: Jan 25 2005 Eg. Jan 0, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision2003 m Weekly End Date: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.Jan 25 2005 m Monthly m Dividends Only GET PRICES
Appears in 1 contract
Samples: Consulting Agreement (Nutracea)
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) -------------------------------------------------------- this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-factAttorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: -------------- ------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: --------------------------------- Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —B-4 66 Form of Reverse Side of Rights Certificate— (continued) Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: STALWART TANKERS INC. INAMED CORPORATION The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths of a Preferred Share Shares issuable upon the exercise of such Rights and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: _________, _____ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS Distribution and Transfer of Rights: Distribution Date: The rights will separate from the common stock and become exercisable after (1) a person or group acquires ownership of 15% or more of the company’s common stock or (2) the tenth business day (or such later date as determined by the company’s board of directors) after a person or group announces a tender or exchange offer which would result in that person or group holding 15% or more of the company’s common stock. Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise Price”) a fraction (1/1000th) of one share of the company’s preferred stock which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then each holder of a right (except that Acquiring Person) will be entitled to buy at the Exercise Price, a number of shares of the company’s common stock which has a then current market value of twice the Exercise Price. Flip-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.
Appears in 1 contract
Samples: Rights Agreement (Inamed Corp)
FOR VALUE RECEIVED. hereby sells, assigns and transfers unto (Please print name and address of transferee) --------------------------- this Rights Right Certificate, together with all rightsright, title and interest therein, and does hereby irrevocably constitute and appoint ________________as attorney-in-fact-----------------, Attorney, to transfer this Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:------------ -------------------------------- (Signature) Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not being sold, assigned or transferred beneficially owned by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), . -------------------------------- (2Signature) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate. Dated: Signature: Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —B-4 Form of Reverse Side of Rights Certificate— (continued) Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To: STALWART TANKERS CELADON GROUP, INC. The undersigned hereby irrevocably elects to exercise _____________ ------------ Rights represented by this Rights Right Certificate to purchase the number of one one-thousandths hundredth of a share of Preferred Share Stock (or such other number or kind of securities of the Company or of any other person which may be issuable upon the exercise of such Rights Rights) and requests that certificates for such number of one one-thousandths of a Preferred Share (or a registration on the transfer books of the Company if the Preferred Shares are not certificated) shares be issued (or effected) in the name of: Please insert social security or other identifying number (Please print name and address) If such the number of Rights shall being exercised hereunder are not be all the Rights evidenced by this Rights Right Certificate, a new Rights Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated:-------- Signature: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan institution or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: Signature: -------------------------------- Signature Guarantee* *Signatures must be guaranteed by an “eligible guarantor institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. —Form of Reverse Side of Rights Certificate— (continued) ------------------------------------------------------------------------------- NOTICE The signature in the Form foregoing Forms of Assignment or Form of and Election to Purchase, as the case may be, must conform to the name as written on upon the face of this Rights Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the Beneficial Owner beneficial owner of the Rights evidenced by this Rights Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On June 28, 2000, the Board of Directors of Celadon Group, Inc. (the "Company") declared a dividend distribution of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $.033 par value, of the Company (the "Common Shares"), payable to the stockholders of record on July 20, 2000 (the "Record Date"). The Board of Directors also authorized and directed the issuance of one Right with respect to each Common Share issued thereafter until the Distribution Date (as defined below) (or the earlier redemption or expiration of the Rights). Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, $1.00 par value (the "Preferred Shares"), at a price of $55.00, subject to adjustment (the "Purchase Price"). The description and Transfer terms of Rights: Distribution Date: the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Fleet National Bank, as Rights Agent (the "Rights Agent"), dated as of July 20, 2000. Initially, the Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. The rights Rights will separate from the common stock and become exercisable Common Shares upon the earliest to occur of (i) the tenth day after (1) public disclosure that a person or entity (a "Person") or group acquires of affiliated or associated Persons (a "Group") has acquired beneficial ownership of 15% or more of the company’s common stock outstanding Common Shares; or (2ii) the tenth 10 business day days (or such later date as determined by the company’s board Board of directorsDirectors may determine) after a person following the commencement of, or group announces announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in a Person or Group becoming an Acquiring Person (as hereinafter defined) (the earliest of such dates being called the "Distribution Date"). A Person or Group whose acquisition of Common Shares causes a Distribution Date pursuant to clause (i) above is an "Acquiring Person." The date that person a Person or group holding 15% or more Group becomes an Acquiring Person is the "Stock Acquisition Date." The Preferred Shares purchasable upon exercise of the company’s common stockRights will be entitled, when, as and if declared, to receive a minimum preferential quarterly dividend payment of the greater of (1) $1.00 per share and (b) an amount equal to 100 times the dividend declared per Common Share. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Shares Purchasable Upon Exercise of Rights: On the Distribution Date, each holder of a right will be entitled to purchase for U.S.$ [ __________ ] (the “Exercise Price”) receive a fraction (1/1000th) of one share minimum liquidation payment of the company’s preferred stock greater of (a) $100 per share and (b) an amount equal to 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which has similar economic terms as one share of common stock. Flip-in: If an acquiring person (an “Acquiring Person”) acquires more than 15% of the company’s common stock then Common Shares are exchanged, each holder of a right (except that Acquiring Person) Preferred Share will be entitled to buy at receive 100 times the Exercise Price, a number amount and type of shares consideration received per Common Share. The rights of the company’s common stock which has a then current market value Preferred Shares as to dividends and liquidation, and in the event of twice the Exercise Price. Flipmergers and consolidation, are protected by customary anti-over: If, after an Acquiring Person acquires more than 15% of the company’s common stock, the company merges into another company (either as the surviving corporation or as the disappearing entity) or the company sells more than 50% of its assets or earning power, then each holder of a right (except for those owned by the Acquiring Person) will be entitled to purchase at the Exercise Price, a number of shares of common stock of the surviving entity which has a then current market value of twice the Exercise Price. Exchange Provision: Any time after the date an Acquiring Person obtains more than 15% of the company’s common stock and before that Acquiring Person acquires more than 50% of the company’s outstanding common stock, the company may exchange each right owned by all other rights holders, in whole or in part, for one share of the company’s common stock. Redemption of Rights: The company can redeem the rights at any time prior to an Acquiring Person acquiring ownership of 15% or more of the company’s common stock. Expiration of Rights: The rights expire on the earliest of (1) December 31, 2023 or (2) the exchange or redemption of the rights as described above.dilution
Appears in 1 contract
Samples: Rights Agreement (Celadon Group Inc)
