Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock; (b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 8 contracts
Samples: Rights Agreement (Raytel Medical Corp), Rights Agreement (Sciclone Pharmaceuticals Inc), Rights Agreement (Verity Inc \De\)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and with the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a each Right Certificate and will be transferable only in connection simultaneously and together with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) subject to Sections 6 and 11, the Company and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 8 contracts
Samples: Shareholder Rights Agreement (One Price Clothing Stores Inc), Shareholder Rights Agreement (Dh Apparel Co Inc), Shareholder Rights Agreement (Delta Apparel Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 6 contracts
Samples: Rights Agreement (Halozyme Therapeutics Inc), Rights Agreement (Mattson Technology Inc), Rights Agreement (Mattson Technology Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such injunction, order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 6 contracts
Samples: Rights Agreement (Salton Inc), Rights Agreement (Lasersight Inc /De), Rights Agreement (Pharmchem Laboratories Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certificates completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 6 contracts
Samples: Rights Agreement (Northstar Neuroscience, Inc.), Rights Agreement (Jamba, Inc.), Rights Agreement (Packeteer Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company Corporation and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or Certificates, or, prior to the Distribution Date, the associated Common Stock certificate Share certificates, made by anyone other than the Company Corporation or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.
Appears in 5 contracts
Samples: Rights Agreement (Urstadt Biddle Properties Inc), Rights Agreement (Urstadt Biddle Properties Inc), Rights Agreement (Urstadt Biddle Properties Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the designated office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 5 contracts
Samples: Rights Agreement (Payment Data Systems Inc), Rights Agreement (Compumed Inc), Rights Agreement (Compumed Inc)
Agreement of Right Holders. Every Each holder of a Right Right, by accepting his acceptance of the same Right, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the a Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the a Distribution Date, the Rights will be evidenced by Right Certificates will be and transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transferpursuant to Section 5;
(c) subject to Sections 5 and 6, the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the a Distribution Date, the associated a certificate representing shares of Common Stock certificateor an Ownership Statement) is registered as the absolute owner thereof of such certificate and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated certificate representing shares of Common Stock certificate or Ownership Statement made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 6(e), shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Plan by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 5 contracts
Samples: Tax Benefits Preservation Plan (Porter Bancorp, Inc.), Tax Benefits Preservation Plan (First Security Group Inc/Tn), Tax Benefits Preservation Plan (Steel Excel Inc.)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates properly completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificateShares certificate or uncertificated Common Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person (without limiting any of the rights of the Rights Agent under Section 18) as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, self-regulatory, or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (ASA Gold & Precious Metals LTD), Rights Agreement (ASA Gold & Precious Metals LTD), Rights Agreement (ASA Gold & Precious Metals LTD)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer fully executed;
(c) subject to Section 6 and 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, governmental regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (Old Republic International Corp), Rights Agreement (Old Republic International Corp), Rights Agreement (Old Republic International Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a each Right Certificate and will be transferable only in connection simultaneously and together with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Shareholder Rights Agreement (Perini Corp), Shareholder Rights Agreement (Aquila Biopharmaceuticals Inc), Shareholder Rights Agreement (Avant Immunotherapeutics Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior Prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company;
(b) after After the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the The Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Share certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company's or Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (Amresco Capital Trust), Rights Agreement (Amresco Capital Trust), Rights Agreement (Agree Realty Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, along with such other and further documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoeverpurposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, PROVIDED that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (Cornell Corrections Inc), Rights Agreement (Cornell Corrections Inc), Rights Agreement (Garden Ridge Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) subject to Sections 6 and 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (Sandisk Corp), Rights Agreement (Sandisk Corp), Rights Agreement (Sandisk Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate certificates made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company’s or the Rights Agent’s inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (WPCS International Inc), Rights Agreement (Osteotech Inc), Rights Agreement (Iteris, Inc.)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Rights Agreement (Tandy Leather Factory Inc), Rights Agreement (Tim Hortons Inc.), Rights Agreement (Haynes International Inc)
Agreement of Right Holders. Every holder of a Right by accepting the -------------------------- same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its -------- best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Extreme Networks Inc), Rights Agreement (Extreme Networks Inc), Rights Agreement (Extreme Networks Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the any Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Internet America Inc), Rights Agreement (Internet America Inc), Rights Agreement (Bindview Development Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock and the Right associated with each such share of Common Stock shall be automatically transferred upon the transfer of each such share of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable are transferable, subject to Section 11(a)(ii), only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;transfer and with the appropriate forms and certificates properly completed and duly executed; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificatecertificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Scientific Games Corp), Rights Agreement (Scientific Games Corp), Rights Agreement (Scientific Games Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Datedate, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary;
(d) the Company may issue Rights after the Record Date but prior to the Distribution Date as provided in this Agreement; and
(de) notwithstanding anything in this Agreement or the Rights Certificates to the contrary, neither the Company, the Rights Agent, the Board of Directors of the Company nor and the Rights Agent Continuing Directors shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Shareholder Rights Agreement (Fortitude Gold Corp), Shareholder Rights Agreement (Cel Sci Corp), Shareholder Rights Agreement
Agreement of Right Holders. Every Each holder of a Right Right, by accepting his acceptance of the same Right, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the a Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the a Distribution Date, the Rights will be evidenced by Right Certificates will be and transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transferpursuant to Section 5;
(c) subject to Sections 5 and 6, the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the a Distribution Date, the associated a certificate representing shares of Common Stock certificateor an Ownership Statement) is registered as the absolute owner thereof of such certificate and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated certificate representing shares of Common Stock certificate or Ownership Statement made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 6(e), shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement Rights Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Rights Plan by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Tax Benefits Preservation Plan (Citigroup Inc), Exchange Agreement (Citigroup Inc), Tax Benefits Preservation Plan (Citigroup Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a each Right Certificate and will be transferable only in connection simultaneously and together with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligationobligations; providedPROVIDED, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Shareholder Rights Agreement (American Science & Engineering Inc), Shareholder Rights Agreement (Alpha Industries Inc), Shareholder Rights Agreement (Alpha Industries Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Share certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of or competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Huttig Building Products Inc), Rights Agreement (Hudson Global, Inc.), Rights Agreement (Hudson Global, Inc.)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office principal officer of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) subject to Section 6 and Section 7(f), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e), shall be affected by any notice to the contrary; and;
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (GRC International Inc), Rights Agreement (GRC International Inc), Rights Agreement (GRC International Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same such Right, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not shall be evidenced by a the certificates for shares of Common Stock registered in the name of the holders of such shares (which certificates for shares of Common Stock shall also constitute certificates for Rights) and each Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate form and certificates fully executed;
(c) subject to Section 6 and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock certificateStock) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated certificate for Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(e) hereof, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting that prohibits or otherwise restraining restrains the performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Comtech Telecommunications Corp /De/), Rights Agreement (Genlyte Group Inc), Rights Agreement (Computer Horizons Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Rights Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Designated Office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer with the appropriate forms and certificates executed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (American Physicians Service Group Inc), Rights Agreement (American Physicians Service Group Inc), Rights Agreement (Ennis Business Forms Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) a. prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) b. after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) c. the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) d. notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Harland John H Co), Rights Agreement (Synovus Financial Corp), Rights Agreement (Harland John H Co)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Finisar Corp), Rights Agreement (American Residential Investment Trust Inc), Rights Agreement (American Residential Investment Trust Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of maintained by the Rights Agent if surrendered at the designated office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer with a completed form of certification;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 3 contracts
Samples: Rights Agreement (Gamestop Corp), Rights Agreement (GSC Holdings Corp.), Rights Agreement (Gamestop Corp)
Agreement of Right Holders. Every holder of a Right by -------------------------- accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certifications completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Dover Downs Gaming & Entertainment Inc), Rights Agreement (Dover Downs Gaming & Entertainment Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Keller Manufacturing Co), Rights Agreement (Keller Manufacturing Co)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Rights Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) subject to the terms of this Agreement, the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (American Medical Security Group Inc), Rights Agreement (American Medical Security Group Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certifications completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Malan Realty Investors Inc), Rights Agreement (Malan Realty Investors Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of maintained by the Rights Agent if surrendered at the designated office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer with a completed form of certification;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Barnes & Noble Inc), Rights Agreement (Barnes & Noble Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
: (a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
the associated Exchangeable Shares; (b) after the Distribution Date, the Right Certificates will be are transferable only on in the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Exchangeable Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Exchangeable Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its the Company's or the Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmentalgovernment, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Mattel Inc /De/), Rights Agreement (Mattel Inc /De/)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will shall be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Ari Network Services Inc /Wi), Rights Agreement (North Country Financial Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (United Surgical Partners International Inc), Rights Agreement (United Surgical Partners International Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;transfer with all required certifications completed; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificatecertificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate or Book Entry Share made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must shall use its best commercially reasonable efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon promptly as possiblepracticable.
Appears in 2 contracts
Samples: Rights Agreement (Cubic Corp /De/), Rights Agreement
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) subject to Section 6 and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Northeast Utilities System), Rights Agreement (Northeast Utilities System)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certificates completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (PJT Partners Inc.), Stockholder Rights Agreement (PJT Partners Inc.)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certifications completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificateShares certificate or Book-Entry) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate or Book-Entry made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best all reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Euronet Worldwide Inc), Rights Agreement (Layne Christensen Co)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Tab Products Co), Rights Agreement (Vista Information Solutions Inc)
Agreement of Right Holders. Every holder of a Right Right, by -------------------------- accepting the same same, consents and agrees with the Company Trust and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company Trust and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company Trust or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company Trust nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company Trust nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Trust's or Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company Trust must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Columbus Realty Trust), Rights Agreement (Columbus Realty Trust)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;.
(c) subject to Section 6 and Section 7 (f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, or prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company Company, or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to 7(e) hereof, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, . however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Osteotech Inc), Rights Agreement (Osteotech Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative emissary of agency or commission, commission or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Intervoice Brite Inc), Rights Agreement (Intervoice Brite Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to before the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to before the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor Company, the Rights Agent Agent, the Board of Directors or the Continuing Directors shall not have any liability to any holder of a Right or other Person as a result of its its, his or her inability to perform any of its its, his or her obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such that obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (SBS Technologies Inc), Rights Agreement (SBS Technologies Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, and such additional evidence of the identity of the Beneficial Owner and/or former Beneficial Owner as the Company or the Rights Agent shall reasonably request;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificatecertificate or Book Entry Shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate (or notices provided to holders of Book Entry Shares) made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Plan by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc), Tax Benefit Preservation Plan (Leap Wireless International Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of maintained by the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with a properly completed form of certification;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Expressjet Holdings Inc), Rights Agreement (Continental Airlines Inc /De/)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate form of assignment and certificates, properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificatecertificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate or Book Entry Share made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possiblepracticable.
Appears in 2 contracts
Samples: Rights Agreement (Skullcandy, Inc.), Rights Agreement (Legacy Education Alliance, Inc.)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) a. prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) ; b. after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) ; c. the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) and d. notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Synovus Financial Corp), Rights Agreement (Synovus Financial Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the applicable Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the any Right Certificate or the associated Common Stock Share certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Teledyne Technologies Inc), Rights Agreement (Water Pik Technologies Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Rights Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed;
(c) subject to Sections 6(a) and 7(e), the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, a certificate (or registration in uncertificated book-entry form on the associated books of the Company) representing Common Stock certificateStock) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or any certificate (or registration in uncertificated book-entry form on the associated books of the Company) representing shares of Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(d), shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Interface Inc), Rights Agreement (Interface Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Company Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated certificates for Company Common Stock certificateStock) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated certificates for Company Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Ct Communications Inc /Nc), Rights Agreement (Ct Communications Inc /Nc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Ingersoll Rand Co LTD), Rights Agreement (Ingersoll Rand Co LTD)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possiblereasonably practicable.
Appears in 2 contracts
Samples: Rights Agreement (Emisphere Technologies Inc), Rights Agreement (Emisphere Technologies Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Surewest Communications), Rights Agreement (Roseville Communications Co)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Company Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office principal offices of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Company Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Company Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Company Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(f), shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Agreement of Right Holders. Every Each holder of a Right Right, by accepting the same same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not shall be evidenced by a the certificates for Common Stock registered in the name of the holders of Common Stock together, as applicable, with the Summary of Rights), which certificates for Common Stock shall also constitute certificates for Rights, and not by separate Right Certificate Certificates, and will each Right shall be transferable only in connection simultaneously and together with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company Corporation and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Book Entry representing, or certificate for, Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company Corporation or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible; and
(e) Rights Beneficially Owned by certain Persons will under certain circumstances set forth in this Agreement become null and void pursuant to Section 7(e); and
(f) this Agreement may be supplemented or amended from time to time pursuant to Section 25.
Appears in 2 contracts
Samples: Rights Agreement (Cosi Inc), Rights Agreement (Cosi Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (PNC Financial Services Group Inc), Rights Agreement (PNC Financial Services Group Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Dor Biopharma Inc), Rights Agreement (Dor Biopharma Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, along with such other and further documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate Shares Certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoeverpurposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possiblepracticable.
Appears in 2 contracts
Samples: Rights Agreement (Pharmaceutical Marketing Services Inc), Rights Agreement (Pharmaceutical Marketing Services Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Rights Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certifications completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificateShares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate (if any) made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Bluegreen Corp), Rights Agreement (Freds Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Jni Corp), Rights Agreement (Invitrogen Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificatecertificate or Ownership Statement) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate or Ownership Statement made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Aramark Worldwide Corp), Rights Agreement (Aramark Worldwide Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or and accompanied by a proper instrument of transfer, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and;
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Philips International Realty Corp), Shareholder Rights Agreement (Philips International Realty Corp)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable transferrable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, or ruling (whether interlocutory or final) lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Nathans Famous Inc), Rights Agreement (Nathans Famous Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Ballantyne of Omaha Inc), Rights Agreement (Ballantyne of Omaha Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and may, and, upon appropriate instruction by the Company, the Rights Agent may shall, deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Pep Boys Manny Moe & Jack), Rights Agreement (Pep Boys Manny Moe & Jack)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of maintained by the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;transfer with a completed form of certification; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Teradyne Inc), Rights Agreement (Teradyne Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
: (a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
Shares; (b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated certificates for Common Stock certificateShares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated certificates for Common Stock certificate Shares made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
and (d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Energizer Holdings Inc), Rights Agreement (Energizer Holdings Inc)
Agreement of Right Holders. Every holder of a Right by -------------------------- accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Weeks Corp), Rights Agreement (Weeks Corp)
Agreement of Right Holders. Every holder of a Right by -------------------------- accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;transfer with all required certifications completed and such other and further documentation as the Rights Agent may require; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the -------- ------- Company must use its best reasonable commercial efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Varco International Inc /De/), Rights Agreement (Varco International Inc /De/)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the shareholder services office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stockstock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Safety Kleen Corp/), Rights Agreement (Safety Kleen Corp/)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate certificates fully executed;
(c) subject to Sections 6 and 7(g) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Towerstream Corp), Rights Agreement (Iris International Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or agency of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificateStock) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Symbol Technologies Inc), Rights Agreement (Symbol Technologies Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Odyssey Healthcare Inc), Rights Agreement (Odyssey Healthcare Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificateShares certificate (and/or Book Entry Common Shares)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate (or notices provided to holders of Book Entry Common Shares) made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall will have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best commercially reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (MoSys, Inc.)
Agreement of Right Holders. Every holder of a Right by accepting --------------------------------------- the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office principal officer of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) subject to Section 6 and Section 7(f), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e), shall be affected by any notice to the contrary; and;
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use -------- ------- its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company Corporation and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificateShares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or Certificates, or, prior to the Distribution Date, the associated Common Stock certificate Shares, made by anyone other than the Company Corporation or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or an administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company Corporation must use its best efforts to have any such injunction, order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) as of and after the Distribution Date, the Right Certificates will be Rights are transferable only on the registry books of the Rights Agent upon surrender of the Rights Certificate (or the effectuation of a book-entry transfer of uncertificated Rights, if surrendered any) at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed;
(c) subject to Sections 6 and 7, the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificatecertificate or uncertificated share of Common Stock) is registered as the absolute owner thereof and of the Rights evidenced thereby Right Certificate evidencing such Right (notwithstanding any notations of ownership or writing on the Right Certificate or the associated certificate representing shares of Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(d), shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of maintained by the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;transfer with a properly completed form of certification; -38- 42
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its reasonable best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Fresh Brands Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
: (a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common Stock;
Shares; (b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company's or Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Tracor Inc /De)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Rights Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated certificates for Common Stock certificateShares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated certificates for Common Stock certificate Shares made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.or
Appears in 1 contract
Samples: Rights Agreement (Championship Auto Racing Teams Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be transferable transferable, subject to Section 7(e) hereof, only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possiblereasonably practicable.
Appears in 1 contract
Samples: Rights Agreement (Data Return Corp)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a each Right Certificate and will be transferable only in connection simultaneously and together with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its best efforts to -------- have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Alpha Industries Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Rights Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the Distribution Date, the Right Rights Certificates will be transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates duly completed and fully executed;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Eastern Co)
Agreement of Right Holders. Every holder of a Right Right, by -------------------------- accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be Certificate is transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) subject to Section 7(e) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best ----------------- efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Banctec Inc)
Agreement of Right Holders. Every holder of a Right Right, by -------------------------- accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) subject to Section 6(a) and Section 7(f), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every Each holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not shall be evidenced by a the certificates for Common Stock registered in the name of the holders of Common Stock (together, as applicable, with the Summary of Rights), which certificates for Common Stock shall also constitute certificates for Rights, and not by separate Right Certificate Certificates, and will each Right shall be transferable only in connection simultaneously and together with the transfer of shares of Common Stock;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all 25 purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive execute order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company ;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company's or Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent and the Board of Directors of the Company shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Cima Labs Inc)
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and
(c) subject to Sections 6 and 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and.
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must -------- ------- use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Mycogen Corp)
Agreement of Right Holders. Every Each holder of a Right Right, by accepting his acceptance of the same Right, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the a Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common StockOrdinary Shares;
(b) after the a Distribution Date, the Rights will be evidenced by Right Certificates will be and transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transferpursuant to Section 5;
(c) subject to Section 5 and Section 6, the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the a Distribution Date, the associated Common Stock certificateOrdinary Shares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock Ordinary Shares certificate or Book Entry made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 6(e), shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement Tax Benefits Preservation Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Tax Benefits Preservation Plan by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its reasonable best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary;
(d) the Company may issue Rights after the Record Date but prior to the Distribution Date as provided in this Agreement; and
(de) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent and the Board of Directors of the Company shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every Each holder of a Right Right, by accepting his acceptance of the same Right, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the a Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stock;
(b) after the a Distribution Date, the Rights will be evidenced by Right Certificates will be and transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transferpursuant to Section 5;
(c) subject to Sections 5 and 6, the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the a Distribution Date, the associated a certificate representing shares of Common Stock certificateor by Book Entry shares with respect to such Common Stock) is registered as the absolute owner thereof of such certificate and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or Certificate, the associated certificate representing shares of Common Stock certificate or by Book Entry shares with respect to such Common Stock made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Plan by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Triad Guaranty Inc)
Agreement of Right Holders. Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares;
(b) as of and after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer with all required certifications completed;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of the Common StockShares of the Company;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, along with such other and further documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Shares certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoeverpurposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will not be evidenced by a Right Certificate and will be transferable only in connection with the transfer of Common Stockthe Class A Shares;
(b) after the Distribution Date, the Right Certificates will be are transferable only on the registry books of the Rights Agent if surrendered at the office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, along with such other and further documentation as the Rights Agent may reasonably request;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Class A Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock Class A Share certificate made by anyone other than the Company or the Rights Agent or the transfer agent of the Common StockAgent) for all purposes whatsoeverpurposes, and neither nether the Company nor the Rights Agent shall be affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, authority prohibiting or otherwise restraining performance of such obligation; provided, however, provided that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Angeles Mortgage Investment Trust)
