Certificate No. W- Rights -------------- NOT EXERCISABLE AFTER MARCH 30, 2011, OR EARLIER IF REDEEMED OR EXCHANGED. AT THE OPTION OF THE COMPANY, THE RIGHTS MAY BE REDEEMED AT $0.001 PER RIGHT OR EXCHANGED FOR PREFERRED STOCK ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. IN THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR CERTAIN TRANSFEREE OF THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. RIGHT CERTIFICATE INVITROGEN CORPORATION This certifies that ___________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of February 27, 2001 ("Rights Agreement") between Invitrogen Corporation, a Delaware corporation ("Company"), and Fleet National Bank ("Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. San Diego time on March 30, 2011, at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-hundredth of a fully paid and nonassessable share of Series B Preferred Stock of the Company ("Preferred Stock") at a purchase price of $250.00 per one one-hundredth of a share, as the same may from time to time be adjusted in accordance with the Rights Agreement ("Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.
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Samples: Rights Agreement (Invitrogen Corp)
Certificate No. W- Rights -------------- NOT EXERCISABLE AFTER MARCH 30NO. OF PREFERRED SECURITIES --------------- --------------------------- TP-1 2,000,000 CUSIP NO. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- 404151201 $50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF HECO CAPITAL TRUST I 8.05% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, 2011SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, OR EARLIER IF REDEEMED OR EXCHANGED. AT THE OPTION OF THE COMPANYa statutory business trust created under the laws of the State of Delaware (the "Trust"), THE RIGHTS MAY BE REDEEMED AT $0.001 PER RIGHT OR EXCHANGED FOR PREFERRED STOCK ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. IN THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR CERTAIN TRANSFEREE OF THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. RIGHT CERTIFICATE INVITROGEN CORPORATION This hereby certifies that ___________, or registered assigns, Cede & Co. (the "Holder") is the registered owner of two million (2,000,000) preferred securities of the number Trust representing undivided preferred beneficial interests in the assets of Rights the Trust and designated the HECO Capital Trust I 8.05% Cumulative Quarterly Income Trust Preferred Securities, Series 1997 (Liquidation Preference $25 per Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the Trust Agreement (as defined herein), the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth abovein, each of which entitles and this certificate and the owner thereof, Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the termsterms and provisions of, provisions the Amended and conditions Restated Trust Agreement of the Rights Agreement Trust dated as of February 27March 1, 2001 ("Rights Agreement") between Invitrogen Corporation, a Delaware corporation ("Company"), and Fleet National Bank ("Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. San Diego time on March 30, 2011, at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-hundredth of a fully paid and nonassessable share of Series B Preferred Stock of the Company ("Preferred Stock") at a purchase price of $250.00 per one one-hundredth of a share1997, as the same may be amended from time to time be adjusted in accordance with (the Rights "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporation ("Purchase PriceHECO"), and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 (the "Trust Guarantee") to the extent provided therein, together with the benefits resulting from the obligations of HECO under the Trust Agreement, its 8.05% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Limited and Hawaii Electric Light Company, Inc. (the "Subsidiary Guarantees") under their respective 8.05% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and the Junior Indentures related thereto. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon presentation and surrender written request to the Trust at its principal place of business. Upon receipt of this Right Certificate certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of 8.05% of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on June 30, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures and the MECO Debentures and the HELCO Debentures (or payments by HECO pursuant to the Subsidiary Guarantees). Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of 8.05% per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book- entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), in each case with the Form of Election to Purchase duly executedsame force and effect as if made on the date such payment was originally payable. Capitalized The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings ascribed assigned to such terms or phrases in the Rights Trust Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.
Appears in 1 contract
Certificate No. W- Rights -------------- NOT EXERCISABLE AFTER MARCH 30, 2011, OR EARLIER IF REDEEMED OR EXCHANGEDNO. AT THE OPTION OF THE COMPANY, THE RIGHTS MAY BE REDEEMED AT PREFERRED SECURITIES --------------- --------------------------- TP-1 2,000,000 CUSIP NO. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $0.001 PER RIGHT OR EXCHANGED FOR 50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED STOCK ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. IN THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR CERTAIN TRANSFEREE SECURITIES OF THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. RIGHT CERTIFICATE INVITROGEN CORPORATION This certifies that HECO CAPITAL TRUST II ___________% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, or registered assignsSERIES 1998 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of two million (2,000,000) preferred securities of the number Trust representing undivided preferred beneficial interests in the assets of Rights the Trust and designated the HECO Capital Trust II ____% Cumulative Quarterly Income Trust Preferred Securities, Series 1998 (Liquidation Preference $25 Per Preferred Security) (the "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the Trust Agreement (as defined herein), the Trust Preferred Securities are freely transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth abovein, each of which entitles and this certificate and the owner thereof, Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the termsterms and provisions of, provisions the Amended and conditions Restated Trust Agreement of the Rights Agreement Trust dated as of February 27December 1, 2001 ("Rights Agreement") between Invitrogen Corporation, a Delaware corporation ("Company"), and Fleet National Bank ("Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. San Diego time on March 30, 2011, at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-hundredth of a fully paid and nonassessable share of Series B Preferred Stock of the Company ("Preferred Stock") at a purchase price of $250.00 per one one-hundredth of a share1998, as the same may be amended from time to time be adjusted in accordance with (the Rights "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporation ("Purchase PriceHECO"), and The Bank of New York, as trust guarantee trustee, dated as of December 1, 1998 (the "Trust Guarantee") to the extent provided therein, together with the benefits resulting from the obligations of HECO under the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1998 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Limited and Hawaii Electric Light Company, Inc. (the "Subsidiary Guarantees") under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1998 (the "MECO Debentures" and the "HELCO Debentures," respectively) and the Junior Indentures related thereto. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon presentation and surrender written request to the Trust at its principal place of business. Upon receipt of this Right Certificate certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of ____% of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1999. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures and the MECO Debentures and the HELCO Debentures (or payments by HECO pursuant to the Subsidiary Guarantees). Distributions not paid on the scheduled payment date will accumulate and compound quarterly (to the extent permitted by applicable law) at the rate of ____% per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book- entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment date. If the Trust Preferred Securities are not in book-entry only form, the relevant record date shall be the date which is 15 days prior to the relevant payment date, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), in each case with the Form of Election to Purchase duly executedsame force and effect as if made on the date such payment was originally payable. Capitalized The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings ascribed assigned to such terms or phrases in the Rights Trust Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.
Appears in 1 contract
Certificate No. W- Rights -------------- NOT EXERCISABLE AFTER MARCH 30, 2011, OR EARLIER IF REDEEMED OR EXCHANGEDNO. AT THE OPTION OF THE COMPANY, THE RIGHTS MAY BE REDEEMED AT PREFERRED SECURITIES --------------- --------------------------- TP- 2,000,000 CUSIP NO. AGGREGATE LIQUIDATION PREFERENCE --------- -------------------------------- $0.001 PER RIGHT OR EXCHANGED FOR 50,000,000 CERTIFICATE EVIDENCING TRUST PREFERRED STOCK ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. IN THE EVENT THAT THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE ISSUED TO A PERSON WHO IS AN ACQUIRING PERSON OR CERTAIN TRANSFEREE SECURITIES OF THE RIGHTS PREVIOUSLY OWNED BY SUCH PERSONS, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY SHALL BE NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. RIGHT CERTIFICATE INVITROGEN CORPORATION This certifies that HECO CAPITAL TRUST I _____% CUMULATIVE QUARTERLY INCOME TRUST PREFERRED SECURITIES, SERIES 1997 (LIQUIDATION PREFERENCE $25 PER PREFERRED SECURITY) HECO Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the registered owner of Two Million (2,000,000) securities of the Trust representing undivided preferred beneficial interests in the assets of the Trust and designated the HECO Capital Trust I ______% Cumulative Quarterly Income Trust Preferred Securities, or registered assigns, is Series 1997 (Liquidation Preference $25 per Preferred Security) (the registered owner "Trust Preferred Securities"). Subject to the terms of Section 5.11 of the number Trust Agreement (as defined herein) the Trust Preferred Securities are freely transferable on the books and records of Rights the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 of the Trust Agreement. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth abovein, each of which entitles and this certificate and the owner thereof, Trust Preferred Securities represented hereby are issued under and shall in all respects be subject to the termsterms and provisions of, provisions the Amended and conditions Restated Trust Agreement of the Rights Agreement Trust dated as of February 27March 1, 2001 ("Rights Agreement") between Invitrogen Corporation, a Delaware corporation ("Company"), and Fleet National Bank ("Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. San Diego time on March 30, 2011, at the principal office of the Rights Agent, or its successors as Rights Agent, designated for such purposes, one one-hundredth of a fully paid and nonassessable share of Series B Preferred Stock of the Company ("Preferred Stock") at a purchase price of $250.00 per one one-hundredth of a share1997, as the same may be amended from time to time be adjusted in accordance (the "Trust Agreement"). The Holder is entitled to the benefits of the Trust Guarantee Agreement entered into by Hawaiian Electric Company, Inc., a Hawaii corporation, and The Bank of New York, as trust guarantee trustee, dated as of March 1, 1997 (the "Trust Guarantee") to the extent provided therein, together with the Rights benefits resulting from the obligations of Hawaiian Electric Company, Inc. under the Trust Agreement, its ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "HECO Debentures") and the Junior Indenture related thereto, and its full and unconditional guarantee, on a subordinated basis, of the obligations of Maui Electric Company, Inc. and Hawaii Electric Light Company, Inc. under their respective ____% Junior Subordinated Deferrable Interest Debentures, Series 1997 (the "MECO Debentures" and the "HELCO Debentures," respectively) and related Junior Indentures. The Property Trustee will furnish a copy of the aforementioned agreements and instruments to the Holder without charge upon written request to the Trust at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Holders of Trust Preferred Securities shall be entitled to receive cumulative cash distributions at a rate per annum of % of the stated liquidation preference of $25 per Trust Preferred Security. Distributions on the Trust Preferred Securities shall, from the date of original issue, accumulate and be cumulative and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 1997. Amounts available to the Trust for distribution to the Holders of the Trust Preferred Securities will be limited to payments received by the Trust on the HECO Debentures, the MECO Debentures, and the HELCO Debentures. Distributions not paid on the scheduled payment date will accumulate and compound quarterly ("Purchase Price"to the extent permitted by applicable law) at the rate of % per annum. The amount of Distributions payable for any period will be computed for any full quarterly Distribution period on the basis of a 360-day year of twelve 30-day months, except for any period shorter than a full calendar month, in which case the amount shall be computed on the basis of the actual number of days elapsed in such period. If the Trust Preferred Securities are in book-entry only form, Distributions will be payable to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the Business Day prior to the relevant payment dates. If the Trust Preferred Securities are not in book-entry only form, the relevant record dates shall be the date which is 15 days prior to the relevant payment dates, whether or not a Business Day. If Distributions are not paid when scheduled, the accumulated Distributions shall be paid to the holders of record of the Trust Preferred Securities as they appear on the books and records of the Trust on the relevant record date as determined under the Trust Agreement with respect to the actual payment date for such Distributions. In the event that any date on which a Distribution is payable is not a Business Day, payment of such Distribution shall be made on the next succeeding day which is a Business Day (without any additional Distributions or other payment in respect of any such delay) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (without any reduction of Distributions or other payments in respect of such early payment), upon presentation and surrender of this Right Certificate in each case with the Form of Election to Purchase duly executedsame force and effect as if made on the date such payment was originally payable. Capitalized The Trust Preferred Securities shall be redeemable as provided in the Trust Agreement. Unless otherwise expressly provided or unless the context otherwise requires, capitalized terms or phrases used herein and not otherwise defined herein shall have the meaning or meanings ascribed assigned to such terms or phrases in the Rights Trust Agreement. As provided in the Rights Agreement, the Purchase Price and the number of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events and, upon the happening of certain events, securities other than shares of Preferred Stock, or other property, may be acquired upon exercise of the Rights evidenced by this Right Certificate, as provided by the Rights Agreement. Upon the occurrence of a Flip-In Event, if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or any Affiliate or Associate of an Acquiring Person, such Rights shall be null and void and will no longer be transferable and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-In Events. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Company and the holders of record of the Right Certificates, which limitation of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive office of the Company and are available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder of record to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised.
Appears in 1 contract
