Common use of Certificates and Transfer of Rights Clause in Contracts

Certificates and Transfer of Rights. (a) Common Shares Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares of the Company (which certificates of such Common Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares (including a transfer to the Company). With respect to certificates for the Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented by such certificate. The Company will include with its next mailing, by third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"). However, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to each record holder of the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (Garmin LTD)

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Certificates and Transfer of Rights. (a) Common Shares Stock Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) Rights (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "β€œDistribution Date"”)), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares Stock of the Company (which certificates of such Common Shares Stock of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares Stock (including a transfer to the Company). With respect to certificates for the Common Shares Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares Stock of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented by such certificate. The Company will include with its next mailingmake available, by third-class, postage prepaid mail, of its quarterly report to Shareholders, if anyas promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"). HoweverC, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary to any holder of Rights separately, by first-class, postage prepaid mail, who may so request from time to each record holder of time prior to the Common Shares of the Company as of the close of business on the Record Expiration Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (DST Systems Inc)

Certificates and Transfer of Rights. (a) Common Shares Outstanding on the Record DateCOMMON SHARES OUTSTANDING ON THE RECORD DATE. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days Business Days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution DateDISTRIBUTION DATE"), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section SECTION 3) by the certificates for Common Shares of the Company (which certificates of such Common Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares (including a transfer to the Company). With respect to certificates for the Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented by such certificate. The Company will include with its next mailing, by third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"). However, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to each record holder of the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (Garmin LTD)

Certificates and Transfer of Rights. (a) Common Shares Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days Business Days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares of the Company (which certificates of such Common Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares (including a transfer to the Company). With respect to certificates for the Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented by such certificate. The Company will include with its next mailing, by third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"). However, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to each record holder of the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (Garmin LTD)

Certificates and Transfer of Rights. (a) Common Shares Outstanding on the Record DateCOMMON STOCK OUTSTANDING ON THE RECORD DATE. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section SECTION 3) by the certificates for Common Shares Stock of the Company (which certificates of such Common Shares Stock of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares Stock (including a transfer to the Company). With respect to certificates for the Common Shares Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares Stock of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented by such certificate. The Company will include with its next mailing, by third-class, postage prepaid mail, of its quarterly report to ShareholdersStockholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of RightsSUMMARY OF RIGHTS"). However, if If such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to each record holder of the Common Shares Stock of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (Stilwell Financial Inc)

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Certificates and Transfer of Rights. (a) Common Shares Outstanding on the Record DateCOMMON STOCK OUTSTANDING ON THE RECORD DATE. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) Rights (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date")), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Shares Stock of the Company (which certificates of such Common Shares Stock of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares Stock (including a transfer to the Company). With respect to certificates for the Common Shares Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares Stock of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares Stock of the Company represented by such certificate. The Company will include with its next mailingmake available, by third-class, postage prepaid mail, of its quarterly report to Shareholders, if anyas promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"). HoweverC, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary to any holder of Rights separately, by first-class, postage prepaid mail, who may so request from time to each record holder of time prior to the Common Shares of the Company as of the close of business on the Record Expiration Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (DST Systems Inc)

Certificates and Transfer of Rights. (a) Common Shares Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"), the Rights will be evidenced (subject ----------------- to the provisions of paragraph (b) of this Section 3) by the certificates for --------- Common Shares of the Company (which certificates of such Common Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Shares (including a transfer to the Company). With respect to certificates for the Common Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares of the Company represented by such certificate. The Company will include with its next mailing, by third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"). However, if such ----------------- mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to each record holder of the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to Shareholders.

Appears in 1 contract

Samples: Rights Agreement (Garmin LTD)

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