Common use of Change of Rights Clause in Contracts

Change of Rights. Agent The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares by registered or certified mail. The Company shall promptly notify the holders of the Right Certificates by first class mail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares and to the holders of the Right Certificates. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to such Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business in the State of New York), in good standing, which is authorized under applicable laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 2 contracts

Samples: Bonus Rights Agreement (Lumenis LTD), Bonus Rights Agreement (Lumenis LTD)

AutoNDA by SimpleDocs

Change of Rights. Agent The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares by registered or certified mail. The Company shall promptly notify the holders of the Right Certificates by first class mail of any such resignationCompany. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' days notice in writing writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares and Common Stock or Preferred Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right CertificatesCertificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to such the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Right Certificate may (at the expense of the Company, in the case of the Rights Agent), apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or one of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business in the State of New York)thereof, in good standing, which is authorized under applicable such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent, a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary SharesCommon Stock or Preferred Stock, and and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Genlyte Group Inc)

AutoNDA by SimpleDocs

Change of Rights. Agent AGENT The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Stock by registered or certified mail. The Company shall promptly notify , and, subsequent to the Distribution Date, to the holders of the Right Certificates by first first-class mail of any such resignationmail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' days notice in writing writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares and Common Stock or Preferred Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right CertificatesCertificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to such the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or one of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business in the State of New York)thereof, in good standing, which is authorized under applicable such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent, a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary SharesCommon Stock or Preferred Stock, and and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Appears in 1 contract

Samples: Rights Agreement (Comtech Telecommunications Corp /De/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!