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 Separation Date, the Rights will be transferable only in connection with the transfer of the Common Shares; (b) after the Separation Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Date, the associated Common 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 Certificates or the associated Common Shares certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary. (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.
Appears in 11 contracts
Samples: Rights Agreement (Orthologic Corp), Rights Agreement (Loehmanns Inc), Rights Agreement (Orthologic 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 8 contracts
Samples: Rights Agreement (Nicor Inc), Rights Agreement (Pacific Gateway Exchange Inc), Rights Agreement (Casino America 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedtransfer; 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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 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, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 6 contracts
Samples: Rights Agreement (Masimo Corp), Rights Agreement (Autobytel Inc), Rights Agreement (Autobytel 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 6 contracts
Samples: Rights Agreement (Broadway Financial Corp \De\), Rights Agreement (Cabot Industrial Trust), Rights Agreement (Amli Residential Properties Trust)
Agreement of Right Holders. Every Each 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 Separation Distribution Date, the Rights will shall be evidenced by 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 Rights Certificates, and each Right shall be transferable only in connection simultaneously and together with the transfer of the shares of Common SharesStock;
(b) after the Separation Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 inability to perform any of its obligations under this Agreement 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.
Appears in 4 contracts
Samples: Rights Agreement (Medimmune Inc /De), Rights Agreement (Sonic Corp), Rights Agreement (Medimmune 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Rights Certificates 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 with the appropriate forms and certificates fully executed; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Rights Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 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.governmental
Appears in 3 contracts
Samples: Rights Agreement (Clark/Bardes Holdings Inc), Rights Agreement (Clark/Bardes Holdings Inc), Rights Agreement (Clark/Bardes 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 Separation Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully 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 Separation Date, the associated Common 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 Certificates or the associated Common Shares certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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.
Appears in 2 contracts
Samples: Rights Agreement (Pfsweb Inc), Rights Agreement (Pfsweb 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company Corporation and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company Corporation or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Rights Agreement (Security Capital Group Inc/), Rights Agreement (Security Capital Group Inc/)
Agreement of Right Holders. Every Each 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 Separation Distribution Date, the Rights will shall be evidenced by 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 Rights Certificates, and each Right shall be transferable only in connection simultaneously and together with the transfer of the shares of Common Shares;
Stock; (b) after the Separation Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedtransfer; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 inability to perform any of its obligations under this Agreement 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.
Appears in 2 contracts
Samples: Rights Agreement (Medimmune Inc /De), Rights Agreement (Medimmune Inc /De)
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 Separation Distribution Date, the Rights shall be evidenced by 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 will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Distribution Date, the Right Certificates Cer tificates 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 accom panied by a proper instrument of transfer and with the appropriate forms and certificates duly completed and fully 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 Separation Distribution Date, the associated Common Shares Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding not withstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected af fected 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 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 admin istrative 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, 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 (Owens Corning), Rights Agreement (Owens Corning)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executedtransfer; and
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is (or, prior to the Separation Distribution Date, the associated Common Shares certificateare) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates certificate or any confirmation or advice with respect to uncertificated Common Shares made by anyone other than the Company or the Rights Agent) 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 any 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 any such obligation.
Appears in 2 contracts
Samples: Rights Agreement (Tuscarora Inc), Rights Agreement (Tuscarora Inc)
Agreement of Right Holders. Every Each 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 Separation Distribution Date, the Rights will shall be evidenced by 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 Certificates, and each Right shall be transferable only in connection simultaneously and together with the transfer of the shares of Common SharesStock;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Rights Agreement (Inspire Insurance Solutions Inc), Rights Agreement (Millers Mutual Fire Insurance 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates form fully 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, 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 (Abc Bancorp), Rights Agreement (Abc Bancorp)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Rights Agreement (First Oak Brook Bancshares Inc), Rights Agreement (Irwin Financial Corporation)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office 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 fully completed and executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates Certificate or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use commercially reasonable efforts to have any such injunction, order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Jason Industries, Inc.), Rights Agreement (Jason 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates Certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Rights Agreement (Brunswick Corp), Rights Agreement (Brunswick 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; anda 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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, rule regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Rights Agreement (Methode Electronics Inc), Rights Agreement (Methode Electronics Inc)
Agreement of Right Holders. (a) 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:
(ai) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesShares of the Company;
(bii) after the Separation Distribution Date, the Right Certificates 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 transfer, and with the appropriate forms and certificates fully completed and executed; and
(ciii) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares certificatecertificate 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 Certificates Certificate or the associated Common Shares certificates certificate, if any, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(db) Notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall will 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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will 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 (Louisiana-Pacific Corp), Rights Agreement (Louisiana-Pacific 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable (subject to the provisions of this Rights Agreement) only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedtransfer; 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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 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 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, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Rights Agreement (Commerce Energy Group Inc), Rights Agreement (Commerce Energy Group Inc)
Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and Right agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates form fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.thereby; 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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, 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 (Caterpillar Inc), Rights Agreement (Caterpillar 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company Corporation and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company Corporation or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Rights Agreement (Omega Worldwide Inc), Rights Agreement (Omega Worldwide Inc)
Agreement of Right Holders. Every holder of a Right, by accepting the 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company Trust and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company Trust or the Rights Agent) 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 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 any 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, judgment, 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.
Appears in 2 contracts
Samples: Rights Agreement (Archstone Smith Trust), Rights Agreement (Archstone Smith Operating Trust)
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 Separation Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate Certifi cate (or, prior to the Separation Date, the associated Common Shares Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding notwith standing any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(d) Notwithstanding anything in this Agreement Agree ment 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.
Appears in 2 contracts
Samples: Rights Agreement (Chic by H I S Inc), Rights Agreement (Chic by H I S 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) subject to Sections 6 and 7, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Combination Agreement (Burlington Northern Santa Fe Corp), Combination Agreement (Burlington Northern Santa Fe 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 and with appropriate forms and certificates fully executeda completed form of certification; and
(c) subject to Sections 6(a) and 7(f), the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 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, the Company agrees to 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 (Hologic Inc), Rights Agreement (Hologic 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Ordinary Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Ordinary 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 Certificates or the associated Common Ordinary Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 2 contracts
Samples: Rights Agreement (Ace LTD), Rights Agreement (Ace LTD)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedtransfer; 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 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, 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 (Ultratech Stepper Inc), Rights Agreement (Ultratech Stepper 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Rights Certificates 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 with the appropriate forms form completed and certificates fully executed; and
(c) subject to Section 6 and Section 7(e) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates Rights Certificate or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(d) Notwithstanding ; and 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 authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Rights Agreement (Banknorth Group Inc/Me), Rights Agreement (Peoples Heritage Financial 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 Separation 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 SharesStock;
(b) after the Separation Distribution Date, the Right Certificates are will be 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 purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates Certificate or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights AgentAgent 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 notwithstanding anything in this Agreement to the contrary, neither the Company Company, its directors, officers, employees and agents, 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.
Appears in 2 contracts
Samples: Rights Agreement (Bancfirst Corp /Ok/), Rights Agreement (Bancfirst Corp /Ok/)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock Certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 1 contract
Samples: Rights Agreement (Allete Inc)
Agreement of Right Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office offices of the Rights Agent or at its office in Dallas, Texas, designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedtransfer; 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 Separation Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof of the Right Certificate and of the Rights evidenced thereby by such certificate (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall will be affected by any notice to the contrary.
(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 any 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 other statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Rights Agreement (Quest Medical 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 Separation 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 of the Common SharesCompany;
(b) from and after the Separation Distribution Date, the Right Certificates are 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 purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully properly completed and duly executed; and, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;
(c) subject to Section 6 and Section 7(e), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares certificateStock certificate 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 Certificates Certificate or the associated Common Shares certificates Stock certificate (or notices provided to holders of Book Entry Shares) made by anyone other than the Company or the Rights AgentAgent or the transfer agent of the shares of 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 notwithstanding anything in this Agreement to the contrary, neither the Company Company, its directors, officers, employees and agents 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 by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, regulatory or administrative agency or commission, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Ocean Power 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates Certificate or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 any 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 such governmental authority authority, prohibiting or otherwise restraining performance of such obligation.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office designated office, pursuant to Section 26, of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms such other and certificates fully executedfurther documentation as the Rights Agent may reasonably 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 Separation Distribution Date, the associated Common 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 Certificates Certificate or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use -------- ------- reasonable efforts to have any such order, 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, 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 Separation Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Date, the associated Common 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 Certificates or the associated Common Shares certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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.
Appears in 1 contract
Samples: Rights Agreement (Daisytek International Corporation /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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company Corporation and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company Corporation or the Rights Agent) 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 any 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.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office offices of the Rights Agent or at its office in Chicago, Illinois, designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof of the Right Certificate and of the Rights evidenced thereby by such certificate (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall will 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 any 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 other statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
; (b) after the Separation Distribution Date, the Right Certificates are 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 purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates duly completed and fully executed; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 Company, its Board of Directors and the Rights Agent shall not have any liability to any holder of a Right or other Person as a result of its any inability to perform any of its their 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, the Company and its Board of Directors must use their 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 (Chartwell Re 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable will be transferable, subject to Section 7(e) hereof, only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares certificatecertificate or Book Entry 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 Certificates Certificate or the associated Common Shares certificates certificate (or Ownership Statements or other notices provided to holders of Book Entry Common Shares) made by anyone other than the Company or the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, the Company must use reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as reasonably practicable.
Appears in 1 contract
Samples: Rights Agreement (Rocky Mountain Chocolate Factory, 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 with appropriate forms and certificates fully duly executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the shares of Common SharesStock;
(b) after the Separation Distribution Date, the Right Rights Certificates 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 with appropriate forms and certificates fully executed; andtransfer;
(c) subject to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 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.
Appears in 1 contract
Samples: Rights Agreement (Dyax 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) as of and after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer with all required certifications completed, together with a signature guarantee and with appropriate forms such other and certificates fully executed; andfurther 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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.
Appears in 1 contract
Agreement of Right Holders. Every Each holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Separation Distribution Date, the Rights will shall be evidenced by the certificates for Common Stock registered in the name of the holders of Common Stock (together, as applicable, with the Summary of Rights). Certificates for Common Stock rather than Rights Certificates shall also constitute certificates for Rights, and such Rights shall be transferable only in connection simultaneously and together with the transfer of the shares of Common SharesStock;
(b) after the Separation Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 inability to perform any of its obligations under this Agreement 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.
Appears in 1 contract
Samples: Rights Agreement (Saks 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 Separation Close of Business on the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Close of Business on the Distribution Date, the Rights will be transferable only by transfer of the Right Certificates Certificates, which 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the each Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates Certificate or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 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 the obligation.
Appears in 1 contract
Samples: Rights Agreement (New Nisource 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 Separation Distribution Date, the Rights each Right will be transferable only in connection simultaneously and together with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates Rights are transferable only on the registry books of the Rights Agent if the corresponding Rights Certificates are surrendered at the principal office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed; and, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;
(c) subject to Section 6, Section 7(e) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares certificateShare) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates Share certificate made by anyone other than the Company or the Rights Agent) 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 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 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
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may shall deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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.
Appears in 1 contract
Samples: Rights Agreement (Aerogen 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; anda 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the 0the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligation.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 not 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, 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 authority, prohibiting or otherwise restraining performance of such obligation.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) as of and after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andall required certifications properly 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 Separation Distribution Date, the associated Common Shares certificateStock certificate 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 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, judgment, decree or ruling (whether interlocutory or final) issued by a court of or 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 authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right, Rights by accepting the same, Rights consents and agrees with the Company and the Rights Agent and with every other holder of a Right Rights that:
(a) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) on or after the Separation Distribution Date, the Right Certificates 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 transfer and with appropriate forms and certificates fully executedtransfer; and
(c) subject to Sections 6(a) and 7(f), the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(d) . Notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent Agent, the Board of Directors and the 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 prohibiting or otherwise restraining performance of such obligation.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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 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, judgment or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Rights Agreement (Masimo 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 Separation Close of Business on the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Close of Business on the Distribution Date, the Rights will be transferable only by transfer of the Right Certificates Certificates, which 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the each Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates Certificate or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) 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 the obligation.
Appears in 1 contract
Samples: Rights Agreement (New Nisource 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 Prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesShares of the Company;
(b) after After the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully properly executed; and;
(c) the The Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, 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, 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Ordinary Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Ordinary 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 Certificates or the associated Common Ordinary Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 1 contract
Samples: Rights Agreement (Ace LTD)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable (subject to the provisions of this Agreement) only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedtransfer; 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligation.otherwise
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal shareholder services office of the Rights Agent or such office 17 designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and fully executed; and
(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 Separation Distribution Date, the associated Common Shares certificateStock Certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates Certificate or the associated Common Shares certificates Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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, self-regulatory, 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.
Appears in 1 contract
Samples: Rights Agreement (Reinsurance Group of America 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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, 46 or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Rights Agreement (Mastering Inc)
Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and Right agrees with the Company and the Rights Agent and with every other holder of a Right that:
: (a) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
; (b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates form fully executed; and
(c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, thereby; and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, 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 (Caterpillar 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:
(aA) prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(bB) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(cC) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.; and
(dD) 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 any 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.
Appears in 1 contract
Samples: Rights Agreement (Gatx 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) subject to Sections 6 and 7, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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.
Appears in 1 contract
Samples: Rights Agreement (Burlington Northern Santa Fe 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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) as of and after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executedall 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 Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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 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.
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 Separation close of business on the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation close of business on the Distribution Date, the Rights will be transferable only by transfer of the Right Certificates Certificates, which 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 with appropriate forms and certificates fully executed; andtransfer;
(c) the Company and the Rights Agent may deem and treat the person in whose name the each Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates Certificate or the associated Common Shares certificates Share certificate made by anyone other than the Company or the Rights Agent) 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 the obligation.
Appears in 1 contract
Samples: Rights Agreement (Nisource 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) 16.1. prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the associated shares of Common SharesStock;
(b) 16.2. after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates form fully executed; and;
(c) 16.3. the Company Corporation and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates Certificate or the associated Common Shares certificates Stock certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent Agent, shall be required to be affected by any notice to the contrary.; and
(d) 16.4. 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 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 authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Corporation must use its best efforts to have any such order, decree, judgment or ruling lifted or otherwise overturned as soon as practicable.
Appears in 1 contract
Samples: Subordinated Convertible Debenture Purchase Agreement (Photoworks Inc /Wa)
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common SharesStock;
(b) b. after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; and;
(c) c. the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common Shares 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 Certificates or the associated Common Shares certificates Stock Certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.; and
(d) Notwithstanding 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 any 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.
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 Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office designated office, pursuant to Section 26, of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms such other and certificates fully executedfurther documentation as the Rights Agent may reasonably 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 Separation Distribution Date, the associated Common 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 Certificates Certificate or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
(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.promul
Appears in 1 contract
Samples: Rights Agreement (Delta Holdco 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 Separation Distribution Date, the Rights will not be evidenced by a Rights Certificate and will be transferable only in connection with the transfer of the Common SharesEquity Stock;
(b) as of and after the Separation Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; andall 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 Separation Distribution Date, the associated Common Shares certificateEquity Stock certificate 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 Certificates or the associated Common Shares certificates Equity Stock certificate or Book Entry Share made by anyone other than the Company or the Rights Agent) 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 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 authority, prohibiting or otherwise restraining performance of such obligation.
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) 16.1 prior to the Separation Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares;
(b) 16.2 after the Separation Distribution Date, the Right Certificates 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 purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate forms and certificates fully executed; anda completed form of certification;
(c) 16.3 the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Separation Distribution Date, the associated Common 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 Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.; and
(d) Notwithstanding 16.4 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 prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Right Holders. Every holder of a Right, by accepting the sameRight, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:
(a) prior to the Separation Distribution Date, the Rights will shall be transferable only in connection with the transfer of the Common Shares;
(b) after the Separation Distribution Date, the Right Certificates 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 purpose, duly endorsed or accompanied by a proper instrument of transfer and with appropriate all forms and certificates fully 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 Separation Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof of the Right Certificate and of the Rights evidenced thereby by such certificate (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Shares certificates certificate made by anyone other than the Company or the Rights Agent) 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 any 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 other statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
