Countersigned. as Rights Agent By: _________________________ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------
Appears in 2 contracts
Samples: Rights Agreement (Dillards Inc), Rights Agreement (Dillards Inc)
Countersigned. CORPORATE STOCK TRANSFER, INC. (Denver, Colorado) as Rights Agent Warrant Agent, By: Authorized Officer SECURITY WITH ADVANCED TECHNOLOGY, INC. CORPORATE SEAL COLORADO X By: _________________________ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sellsSIGNATURE TO COME SIGNATURE TO COME Secretary President SUBSCRIPTION FORM To Be Executed by the Registered Holder in Order to Exercise Warrants The undersigned Registered Holder irrevocably elects to exercise Warrants represented by this Warrant Certificate, assigns and transfer unto to purchase the shares of Common Stock issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: Dated: ________________ ___________________________________ ------------------------------------------------------------ (Please print name and address of transfereeSIGNATURE) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: (ADDRESS) ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented (TAX IDENTIFICATION NUMBER) ASSIGNMENT To Be Executed by this Right Certificate the Registered Holder in Order to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right CertificateAssign Warrants For Value Received, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- hereby sell, assign, and transfer unto (Please print name PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and addressbe delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) -------------------------------------------------------------- ____________________________________of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint ____________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises. Dated: ________________ _, ________________________ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights AgreementSIGNATURE). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------
Appears in 2 contracts
Samples: Warrant Agreement (Security With Advanced Technology, Inc.), Warrant Agreement (Security With Advanced Technology, Inc.)
Countersigned. as Rights Agent By: _________________________ ----------------------- Authorized Signatory Signature -4- Form of Reverse Side of Right Rights Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right this Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer -------------------- transfers unto ___________________________ ------------------------------------------------------------ (Please print name and ------------------------------------------ address of transferee) ------------------------------------------------------------ this Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said the within Rights Certificate on the ------------------- books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature -------------------- Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by a bankan eligible guarantor institution (banks, trust companystockbrokers, broker, dealer or other eligible institution participating savings and loan associations and credit unions with membership in a recognized an approved signature guarantee medallion Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right Rights Certificate are not beneficially owned bynot, were not acquired and, to the knowledge of the undersigned, have never been, Beneficially Owned by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ -------------------------------------- Signature --------------------------------------------------------------------------------------------------------------------------------------- Form -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of Reverse Side the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of Right Certificate-- continued any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. To be attached to each Rights Certificate FORM OF ELECTION TO PURCHASE EXERCISE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To the Rights AgentTO: COLLAGENEX PHARMACEUTICALS, INC. The undersigned hereby irrevocably elects to exercise __________________ whole Rights represented by this Right the attached Rights ----------------------- Certificate to purchase the shares of Participating Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- --------------------------------- (Please print name and addressName) -------------------------------------------------------------- --------------------------------- (Address) --------------------------------- --------------------------------- --------------------------------- (Social Security or Other Taxpayer ID) If such number of Rights shall not be all the Rights evidenced by this Right Rights Certificate, a new Right Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security --------------------------------- (Name) --------------------------------- (Address) --------------------------------- --------------------------------- --------------------------------- (Social Security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and addressOther Taxpayer ID) -------------------------------------------------------------- Dated: ________________---------------------, ___ ---------------------------- ----- Signature Guaranteed: -------------------------------------- Signature (Signature must conform correspond to holder specified on Right Certificatename as written upon the face of the attached Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signature Guaranteed: Signatures must be guaranteed by a bankan eligible guarantor institution (banks, trust companystockbrokers, broker, dealer or other eligible institution participating savings and loan associations and credit unions with membership in a recognized an approved signature guarantee medallion Medallion program), pursuant to SEC Rule 17Ad-15. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Right the attached Rights Certificate are not beneficially owned bynot, were not acquired and, to the knowledge of the undersigned, have never been, Beneficially Owned by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ ------------------------------- Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. ------ In the event the certification set forth above is not completed in connection with a purported exercise, the Company will deem the Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Form Rights Agreement) or a transferee of Assignment any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B --------- CERTIFICATE OF DESIGNATION OF SERIES A PARTICIPATING PREFERRED STOCK OF COLLAGENEX PHARMACEUTICALS, INC. Pursuant to Section 151 of the Form Delaware General Corporation Law, CollaGenex Pharmaceuticals, Inc., a corporation organized and existing under the laws of Election the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT: Pursuant to Purchaseauthority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation and pursuant to the provisions of Section 151 of the Delaware General Corporation Law, the Board of Directors of the Corporation, at a duly called meeting thereof held on September 5, 1997, adopted the following resolution: RESOLVED, that there is hereby established a series of Preferred Stock, no par value, of the Corporation, and the designation, number of shares, and other relative rights, preferences and limitations of the shares of such series are hereby fixed as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------follows:
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Collagenex Pharmaceuticals Inc)
Countersigned. as Rights Agent By: _________________________ By ---------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ the undersigned hereby sellssell(s), assigns assign(s) and transfer transfer(s) unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________ Attorney, to transfer said Rights on the books Please insert social security or other identifying number of the within-named Company, with full power of substitution. Dated: assignee ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ___________________________________________________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- ____________________________________________________________________________ (Please print or typewrite name and addressaddress including postal zip code of assignee) -------------------------------------------------------------- If this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby authorizes the transfer of registration of such number interest to assignee on the Certificate Register of Rights shall not be all said Trust Fund. I (we) further direct the Rights evidenced by this Right Certificate, Certificate Registrar to issue a new Right Certificate for of like Class and Percentage Interest, to the balance remaining of above named assignee and deliver such Rights shall be registered in Certificate to the name of and delivered to: Please insert social security or other identifying numberfollowing address: _________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ________________________________________________________________ ---------------------------- ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified by or on Right Certificate) behalf of assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a bank, trust company, broker, dealer company or other eligible institution participating in broker of the signatory who is a recognized member of a signature guarantee medallion program. The undersigned hereby certifies that THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN. PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE AGREEMENT. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class B2 Initial Class B2 Certificate Principal Balance: $442,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.250% Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: CUSIP: 36157N MF 8 October 25, 2000 THIS CERTIFIES THAT ______________________ is the Rights registered owner of the Percentage Interest evidenced by this Right Certificate are not beneficially owned by, were not acquired (obtained by dividing the initial Certificate Principal Balance of this Certificate by the undersigned fromaggregate initial Certificate Principal Balance of all Class B2 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Agreement"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and are the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (less than 66% of all the Voting Rights as defined in the Rights Agreement). ------------------------------ Signature Form Any such consent by the Holder of Reverse Side this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The signature Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the Form form of Assignment or Form a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of Election to Purchase1974, as amended ("ERISA") or a plan subject to Section 4975 of the case may beInternal Revenue Code of 1986, must conform as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the name Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as written upon a result of a change of law or otherwise, counsel satisfactory to the face Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Any transferee of a beneficial interest in any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in the paragraph above unless the Trustee and the Company have received an opinion of counsel referred to in the paragraph above. Notwithstanding anything else to the contrary herein, any purported transfer of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Right Certificate is registerable in every particularthe Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without alteration coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or enlargement exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any change whatsoever. In Monthly Advance with respect thereto) of the event the certification set forth above last Mortgage Loan remaining in the Form Trust Fund and the disposition of Assignment all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Form Company to repurchase all the Mortgage Loans and property in respect of Election Mortgage Loans is subject to Purchasethe Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, as the case may beby manual signature, is not completed, such Assignment or Election to Purchase will this Certificate shall not be honored. -------------------------------------------------------------------------------------------------------------entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Mort Serv Inc Remic Mort Pa Thro Cert Ser 2000-12)
Countersigned. WILMINGTON TRUST COMPANY, as Rights Warrant Agent By: _________________________ By ------------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued A-18 FORM OF ELECTION TO PURCHASE COMMON STOCK (To to be executed if holder desires to only upon exercise Rights represented by the Rights Certificateof Warrants) To the Rights Agent: NEW YORK COMMUNITY BANCORP, INC. The undersigned hereby irrevocably elects to exercise __________________ Rights represented by Warrants at an Exercise Price of $ per Warrant to acquire the Exercise Amount (as determined pursuant to the Warrant Agreement) per Warrant of Common Stock of New York Community Bancorp, Inc. on the terms and conditions specified within this Right Warrant Certificate to purchase and the Warrant Agreement therein referred to, surrenders this Warrant Certificate and all right, title and interest therein and directs that the shares of Preferred Common Stock (deliverable upon such exercise be registered or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued placed in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all at the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of address specified below and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programthereto. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, below must conform to correspond with the name as written upon the face of this Right the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed. In Date: ----------------- ---------------------------------------------------------------------- (Signature of Holder) ---------------------------------------------------------------------- (Street Address) ---------------------------------------------------------------------- (City) (State) (Zip Code) Signature Guaranteed by: ---------------------------------------------------------------------- (Signature must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved guarantee medallion program pursuant to Units and Exchange Commission Rule 17Ad-5) Common Stock to be issued to: Please insert social security or identifying number: Name: --------------------------- Street Address: --------------------------- City, State and Zip Code: --------------------------- Any unexercised Warrants represented by the event Warrant Certificate to be issued to: Please insert social security or identifying number: Name: --------------------------- Street Address: --------------------------- City, State and Zip Code: --------------------------- [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE This Global Unit shall represent 0 Warrants unless otherwise indicated below. The following increases or decreases in this Global Unit have been made: Number of Warrants Amount of decrease in Amount of increase in evidenced by this Number of Warrants Number of Warrants Global Unit following Signature of evidenced by the certification evidenced by the such authorized officer of Date Global Unit Global Unit decrease or increase Agent ------------------- --------------------- --------------------- --------------------- --------------------- EXHIBIT B INSTRUCTION TO DISREGARD REMARKETING Wilmington Trust Company, as Agent 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Re: Bifurcated Option Note Unit Units (BONUSES) ("Units") of New York --------- Community Bancorp, Inc. and New York Community Capital Trust V The undersigned Holder hereby advises you that it has elected NOT to participate in the Remarketing set forth below with respect to the corresponding number of Preferred Securities that are a component of Units of which the undersigned is the beneficial owner: Remarketing Settlement Date: ----------------------- Number of Preferred Securities NOT to Remarket: ----------------------- The notification to the Remarketing Agent to be sent by you on the Business Day immediately preceding the above Remarketing Date shall NOT include the aggregate number of Preferred Securities set forth above. Unless otherwise defined herein, terms defined in the Form Unit Agreement dated ___________, 2002 with New York Community Bancorp, Inc. and New York Community Capital Trust V are used herein as defined therein. This notice is being delivered pursuant to Section 5.1 of Assignment the Unit Agreement relating to the Units. Date: -------------------------------------- ---------------------------------------- Signature Signature Guarantee: ---------------------------------------- Please print name and address of Registered Holder: -------------------------------------- ---------------------------------------- Name Social Security or the Form of Election to Purchaseother Taxpayer Identification Number, if any Address -------------------------------------- -------------------------------------- -------------------------------------- EXHIBIT C NOTICE OF ELECTING REMARKETING HOLDER Wilmington Trust Company, as the case may beAgent 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, is not completed, such Assignment or Election to Purchase will not be honoredXxxxxxxx 00000 Attention: Corporate Trust Administration XXXXXXX XXXXX XXXXXX INC. -------------------------------------------------------------------------------------------------------------[Address] Attention:
Appears in 1 contract
Countersigned. AMERICAN STOCK TRANSFER & ANTEX BIOLOGICS INC. TRUST COMPANY as Rights Warrant Agent By: By: ------------------------------ ---------------------------- Authorized Signature President By: ---------------------------- Secretary C-3 34 FORM OF REVERSE OF NON-CALLABLE CLASS C WARRANT CERTIFICATE ANTEX BIOLOGICS INC. NON-CALLABLE CLASS C WARRANT PURCHASE FORM Mailing Address: --------------------------- --------------------------- --------------------------- The undersigned Holder hereby irrevocably elects to exercise the right, represented by this Non-Callable Class C Warrant Certificate, to purchase _________ shares of Common Stock (the "Shares"), herewith tenders payment for such Shares by cash, check or bank draft payable to the order of Antex Biologics Inc. in the amount of $______ and requests that certificates for such Shares be issued in the name of -------------------------------------------------------------------------------- (PLEASE PRINT NAME, ADDRESS AND SOCIAL SECURITY NUMBER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If the number of Shares to be purchased as indicated above is fewer than all of the Shares purchasable upon the exercise of the Non-Callable Class C Warrants evidenced by this Non-Callable Class C Warrant Certificate, the undersigned further requests that a new Non-Callable Class C Warrant Certificate of like tenor evidencing Non-Callable Class C Warrants to purchase the balance remaining of the Shares be registered in the name of the undersigned Holder (or his or her assignee as indicated below) and delivered to the address stated below, unless otherwise indicated by completion of the form of assignment below. DATED: _________________________ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, 200____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Countersigned. as Rights Agent By: _________________________ By ---------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ the undersigned hereby sellssell(s), assigns assign(s) and transfer transfer(s) unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________ Attorney, to transfer said Rights on the books Please insert social security or other identifying number of the within-named Company, with full power of substitution. Dated: assignee ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ___________________________________________________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- ____________________________________________________________________________ (Please print or typewrite name and addressaddress including postal zip code of assignee) -------------------------------------------------------------- If this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby authorizes the transfer of registration of such number interest to assignee on the Certificate Register of Rights shall not be all said Trust Fund. I (we) further direct the Rights evidenced by this Right Certificate, Certificate Registrar to issue a new Right Certificate for of like Class and Percentage Interest, to the balance remaining of above named assignee and deliver such Rights shall be registered in Certificate to the name of and delivered to: Please insert social security or other identifying numberfollowing address: _________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ________________________________________________________________ ---------------------------- ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified by or on Right Certificate) behalf of assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a bank, trust company, broker, dealer company or other eligible institution participating in broker of the signatory who is a recognized member of a signature guarantee medallion program. The undersigned hereby certifies that THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN. PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE AGREEMENT. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class M Initial Class M Certificate Principal Balance: $948,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.250% Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: CUSIP: 36157N MD 3 October 25, 2000 THIS CERTIFIES THAT ______________________ is the Rights registered owner of the Percentage Interest evidenced by this Right Certificate are not beneficially owned by, were not acquired (obtained by dividing the initial Certificate Principal Balance of this Certificate by the undersigned fromaggregate initial Certificate Principal Balance of all Class M Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Agreement"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and are the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (less than 66% of all the Voting Rights as defined in the Rights Agreement). ------------------------------ Signature Form Any such consent by the Holder of Reverse Side this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The signature Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the Form form of Assignment or Form a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of Election to Purchase1974, as amended ("ERISA") or a plan subject to Section 4975 of the case may beInternal Revenue Code of 1986, must conform as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the name Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as written upon a result of a change of law or otherwise, counsel satisfactory to the face Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Any transferee of a beneficial interest in any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in the paragraph above unless the Trustee and the Company have received an opinion of counsel referred to in the paragraph above. Notwithstanding anything else to the contrary herein, any purported transfer of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Right Certificate is registerable in every particularthe Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without alteration coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or enlargement exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any change whatsoever. In Monthly Advance with respect thereto) of the event the certification set forth above last Mortgage Loan remaining in the Form Trust Fund and the disposition of Assignment all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Form Company to repurchase all the Mortgage Loans and property in respect of Election Mortgage Loans is subject to Purchasethe Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, as the case may beby manual signature, is not completed, such Assignment or Election to Purchase will this Certificate shall not be honored. -------------------------------------------------------------------------------------------------------------entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Mort Serv Inc Remic Mort Pa Thro Cert Ser 2000-12)
Countersigned. as Rights Agent By: _________________________ By ---------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ the undersigned hereby sellssell(s), assigns assign(s) and transfer transfer(s) unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________ Attorney, to transfer said Rights on the books Please insert social security or other identifying number of the within-named Company, with full power of substitution. Dated: assignee ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ___________________________________________________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- ____________________________________________________________________________ (Please print or typewrite name and addressaddress including postal zip code of assignee) -------------------------------------------------------------- If this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby authorizes the transfer of registration of such number interest to assignee on the Certificate Register of Rights shall not be all said Trust Fund. I (we) further direct the Rights evidenced by this Right Certificate, Certificate Registrar to issue a new Right Certificate for of like Class and Percentage Interest, to the balance remaining of above named assignee and deliver such Rights shall be registered in Certificate to the name of and delivered to: Please insert social security or other identifying numberfollowing address: _________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ________________________________________________________________ ---------------------------- ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified by or on Right Certificate) behalf of assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a bank, trust company, broker, dealer company or other eligible institution participating in broker of the signatory who is a recognized member of a signature guarantee medallion program. The undersigned hereby certifies that PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class PO Initial Class PO Certificate Principal Balance: $916,238.06 Certificate Interest Initial Certificate Principal Rate per annum: Balance of this Certificate: non-interest bearing $ Cut-off Date: September 1, 2000 First Distribution Date: October 25, 2000 THIS CERTIFIES THAT ______________________ is the Rights registered owner of the Percentage Interest evidenced by this Right Certificate are not beneficially owned by, were not acquired (obtained by dividing the initial Certificate Principal Balance of this Certificate by the undersigned fromaggregate initial Certificate Principal Balance of all Class PO Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Agreement"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and are the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (less than 66% of all the Voting Rights as defined in the Rights Agreement). ------------------------------ Signature Form Any such consent by the Holder of Reverse Side this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The signature Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Except for certain transfers by the Company as set forth in the Form Agreement, no transfer of Assignment or Form any Class PO Certificate which is in the form of Election a Definitive Certificate shall be made to Purchaseany Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the case may beInternal Revenue Code of 1986, must conform as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (ii) an opinion of counsel satisfactory to the name Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as written upon a result of a change of law or otherwise, counsel satisfactory to the face Trustee has rendered an opinion to the effect that the purchase and holding of a Class PO Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Notwithstanding anything else to the contrary herein, any purported transfer of a Class PO Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Right Certificate is registerable in every particularthe Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without alteration coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or enlargement exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any change whatsoever. In Monthly Advance with respect thereto) of the event the certification set forth above last Mortgage Loan remaining in the Form Trust Fund and the disposition of Assignment all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Form Company to repurchase all the Mortgage Loans and property in respect of Election Mortgage Loans is subject to Purchasethe Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, as the case may beby manual signature, is not completed, such Assignment or Election to Purchase will this Certificate shall not be honored. -------------------------------------------------------------------------------------------------------------entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Mort Serv Inc Remic Mort Pa Thro Cert Ser 2000-12)
Countersigned. as Rights Agent By: _________________________ ------------------------ Authorized Signatory B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, ------------ assigns and transfer unto ___________________________ --------------------------- ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the ----------------- within-named Company, with full power of substitution. Dated: ______________----------- --, ____ ---- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------- B-4 Form of Reverse Side of Right Certificate-- Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the ------------------ shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ ------------------------------ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________------------ --, ___ ---------------------------- ---- --------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature B-5 Form of Reverse Side of Right Certificate-- Certificate -- continued --------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------- NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Countersigned. as Rights Warrant Agent By: ------------------------------------- Authorized Officer [FORM OF REVERSE OF WARRANT CERTIFICATE] TRANSFER FEE: $_________________ PER CERTIFICATE ISSUED SUBSCRIPTION FORM To Be Executed by the Registered Holder in Order to Exercise Warrants The undersigned Registered Holder hereby irrevocably elects to exercise_________ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights Warrants represented by this Right Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights Warrants, and requests that certificates for such shares of Preferred Stock (or such other securities) securities shall be issued in the name of: -------------------------------------------------------------- (Please of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address) -------------------------------------------------------------- If ] and be delivered to ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] and if such number of Rights Warrants shall not be all the Rights Warrants evidenced by this Right Warrant Certificate, that a new Right Warrant Certificate for the balance remaining of such Rights shall Warrants be registered in the name of of, and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programthe Registered Holder at the address stated below. The undersigned hereby certifies represents that the Rights exercise of the Warrants evidenced hereby was solicited by this Right Certificate are a member of the National Association of Securities Dealers, Inc. If not beneficially owned bysolicited by an NASD member, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined please write "unsolicited" in the Rights Agreement)space below. ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to Unless otherwise indicated by listing the name as written upon of another NASD member firm, it will be assumed that the face exercise was solicited by Fine Equities, Inc. ------------------------------------ (Name of this Right Certificate in every particularNASD Member) Dated: X ----------------------------- ----------------------------- ----------------------------- Address ----------------------------- Taxpayer Identification Number ----------------------------- Signature Guaranteed ----------------------------- THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to PurchaseWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------AND MUST BE GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.
Appears in 1 contract
Samples: Warrant Agreement (Central European Distribution Corp)
Countersigned. as Rights Agent By: _________________________ By --------------------------- Authorized Signatory Signature B-3 50 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfer unto ______________________________________ ------------------------------------------------------------ _________________________________________________________________________ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ --------------------- --------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondent in a recognized signature guarantee medallion programthe United States. ------------------------------------------------------------------------ (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned Beneficially Owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ --------------------- Signature --------------------------------------------------------------------------------------------------------------------------------------- B-4 51 Form of Reverse Side of Right Certificate-- Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: AMERICAN HOMESTAR CORPORATION The undersigned hereby irrevocably elects to exercise __________________ exercise-------------------- Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered delivery to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- -------------------------------------------------------------------------------- Dated:--------------------- --------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures Signature must be guaranteed by a bankmember of firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondent in a recognized signature guarantee medallion programthe United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned Beneficially Owned by, and were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ ) --------------------- Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock Effective February 10, 2000, the Board of Directors of American Homestar Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.05 per share, of the Company (the "Common Stock"). The dividend is payable on February 10, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred Stock"), of the Company at a price of $30.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 10, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent").
Appears in 1 contract
Countersigned. AMERICAN STOCK TRANSFER & ANTEX BIOLOGICS INC. TRUST COMPANY as Rights Warrant Agent By: By: ---------------------------- -------------------------- Authorized Signature President By: -------------------------- Secretary B-3 27 FORM OF REVERSE OF CALLABLE CLASS B WARRANT CERTIFICATE ANTEX BIOLOGICS INC. CALLABLE CLASS B WARRANT PURCHASE FORM Mailing Address: --------------------------- --------------------------- --------------------------- The undersigned Holder hereby irrevocably elects to exercise the right, represented by this Callable Class B Warrant Certificate, to purchase _________ shares of Common Stock (the "Shares"), herewith tenders payment for such Shares by cash, check or bank draft payable to the order of Antex Biologics Inc. in the amount of $______ and requests that certificates for such Shares be issued in the name of -------------------------------------------------------------------------------- (PLEASE PRINT NAME, ADDRESS AND SOCIAL SECURITY NUMBER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If the number of Shares to be purchased as indicated above is fewer than all of the Shares purchasable upon the exercise of the Callable Class B Warrants evidenced by this Callable Class B Warrant Certificate, the undersigned further requests that a new Callable Class B Warrant Certificate of like tenor evidencing Callable Class B Warrants to purchase the balance remaining of the Shares be registered in the name of the undersigned Holder (or his or her assignee as indicated below) and delivered to the address stated below, unless otherwise indicated by completion of the form of assignment below. DATED: _____________ __, 200_ SIGNATURE GUARANTEED: B-4 28 ------------------------------------------- (Signature of Holder of Callable Warrant or Assignee) ------------------------------------------- (Signature of Holder of Callable Warrant or Assignee) NOTE: THE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS CALLABLE CLASS B WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, UNLESS THIS CALLABLE CLASS B WARRANT CERTIFICATE HAS BEEN ASSIGNED, IN WHICH CASE THE SIGNATURE SHALL BE THE NAME OF THE ASSIGNEE INDICATED BELOW, AND MUST BE GUARANTEED BY A COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. SIGNATURE GUARANTEED: ------------------------------------------- Address: ------------------------------------------- ------------------------------------------- ASSIGNMENT (To be signed only upon assignment of Callable Class B Warrants) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to -------------------------------------------------------------------------------- (NAME AND ADDRESS OF ASSIGNEE MUST BE PRINTED OR TYPEWRITTEN) -------------------------------------------------------------------------------- __________ of the Callable Class B Warrants represented by the Callable Class B Warrant Certificate, and hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- as his or her lawful attorney to transfer said Callable Class B Warrants on the books of the Company, with full power of substitution in the premises. DATED: ________________________,200_ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature ------------------------------------------- (Signature must conform to holder specified on Right Certificateof Holder) ------------------------------------------- (Signature Guaranteedof Holder) NOTE: Signatures must be guaranteed by a bankTHE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS CALLABLE CLASS B WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL BANK, trust companyTRUST COMPANY, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------SAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE B-6 30 NATIONAL ASSOCIATION OF SECURITIES DEALERS.
Appears in 1 contract
Countersigned. as Rights Agent By: _________________________ By ---------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ the undersigned hereby sellssell(s), assigns assign(s) and transfer transfer(s) unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________ Attorney, to transfer said Rights on the books Please insert social security or other identifying number of the within-named Company, with full power of substitution. Dated: assignee ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ___________________________________________________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- ____________________________________________________________________________ (Please print or typewrite name and addressaddress including postal zip code of assignee) -------------------------------------------------------------- If this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby authorizes the transfer of registration of such number interest to assignee on the Certificate Register of Rights shall not be all said Trust Fund. I (we) further direct the Rights evidenced by this Right Certificate, Certificate Registrar to issue a new Right Certificate for of like Class and Percentage Interest, to the balance remaining of above named assignee and deliver such Rights shall be registered in Certificate to the name of and delivered to: Please insert social security or other identifying numberfollowing address: _________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ________________________________________________________________ ---------------------------- ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified by or on Right Certificate) behalf of assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a bank, trust company, broker, dealer company or other eligible institution participating in broker of the signatory who is a recognized member of a signature guarantee medallion program. The undersigned hereby certifies that THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN. PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE AGREEMENT. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class B1 Initial Class B1 Certificate Principal Balance: $506,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.250% Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: CUSIP: 36157N ME 1 October 25, 2000 THIS CERTIFIES THAT ______________________ is the Rights registered owner of the Percentage Interest evidenced by this Right Certificate are not beneficially owned by, were not acquired (obtained by dividing the initial Certificate Principal Balance of this Certificate by the undersigned fromaggregate initial Certificate Principal Balance of all Class B1 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Agreement"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and are the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (less than 66% of all the Voting Rights as defined in the Rights Agreement). ------------------------------ Signature Form Any such consent by the Holder of Reverse Side this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The signature Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the Form form of Assignment or Form a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of Election to Purchase1974, as amended ("ERISA") or a plan subject to Section 4975 of the case may beInternal Revenue Code of 1986, must conform as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the name Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as written upon a result of a change of law or otherwise, counsel satisfactory to the face Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Any transferee of a beneficial interest in any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in the paragraph above unless the Trustee and the Company have received an opinion of counsel referred to in the paragraph above. Notwithstanding anything else to the contrary herein, any purported transfer of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Right Certificate is registerable in every particularthe Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without alteration coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or enlargement exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any change whatsoever. In Monthly Advance with respect thereto) of the event the certification set forth above last Mortgage Loan remaining in the Form Trust Fund and the disposition of Assignment all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Form Company to repurchase all the Mortgage Loans and property in respect of Election Mortgage Loans is subject to Purchasethe Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, as the case may beby manual signature, is not completed, such Assignment or Election to Purchase will this Certificate shall not be honored. -------------------------------------------------------------------------------------------------------------entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Mort Serv Inc Remic Mort Pa Thro Cert Ser 2000-12)
Countersigned. AMERICAN STOCK TRANSFER & ANTEX BIOLOGICS INC. TRUST COMPANY as Rights Warrant Agent By: By: ------------------------------ ------------------------- Authorized Signature President By: ------------------------- Secretary D-3 41 FORM OF REVERSE OF NON-CALLABLE CLASS D WARRANT CERTIFICATE ANTEX BIOLOGICS INC. NON-CALLABLE CLASS D WARRANT PURCHASE FORM Mailing Address: --------------------------- --------------------------- --------------------------- The undersigned Holder hereby irrevocably elects to exercise the right, represented by this Non-Callable Class D Warrant Certificate, to purchase _________ shares of Common Stock (the "Shares"), herewith tenders payment for such Shares by cash, check or bank draft payable to the order of Antex Biologics Inc. in the amount of $______ and requests that certificates for such Shares be issued in the name of -------------------------------------------------------------------------------- (PLEASE PRINT NAME, ADDRESS AND SOCIAL SECURITY NUMBER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- If the number of Shares to be purchased as indicated above is fewer than all of the Shares purchasable upon the exercise of the Non-Callable Class D Warrants evidenced by this Non-Callable Class D Warrant Certificate, the undersigned further requests that a new Non-Callable Class D Warrant Certificate of like tenor evidencing Non-Callable Class D Warrants to purchase the balance remaining of the Shares be registered in the name of the undersigned Holder (or his or her assignee as indicated below) and delivered to the address stated below, unless otherwise indicated by completion of the form of assignment below. DATED: ________________, 200_ SIGNATURE GUARANTEED: ------------------------------- 42 (Signature of Holder of Non-Callable Warrant or Assignee) ------------------------------------------- (Signature of Holder of Non-Callable Warrant or Assignee) NOTE: THE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS NON-CALLABLE CLASS D WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER, UNLESS THIS NON-CALLABLE CLASS D WARRANT CERTIFICATE HAS BEEN ASSIGNED, IN WHICH CASE THE SIGNATURE SHALL BE THE NAME OF THE ASSIGNEE INDICATED BELOW, AND MUST BE GUARANTEED BY A COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. SIGNATURE GUARANTEED: ------------------------------------------- Address: ---------------------------------- ------------------------------------------- ASSIGNMENT (To be signed only upon assignment of Non-Callable Class D Warrants) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to -------------------------------------------------------------------------------- (NAME AND ADDRESS OF ASSIGNEE MUST BE PRINTED OR TYPEWRITTEN) -------------------------------------------------------------------------------- __________ of the Non-Callable Class D Warrants represented by the Non-Callable Class D Warrant Certificate, and hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- as his or her lawful attorney to transfer said Non-Callable Class D Warrants on the books of the Company, with full power of substitution in the premises. DATED: ________________________,200_ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature ------------------------------------------- (Signature must conform to holder specified on Right Certificateof Holder) ------------------------------------------- (Signature Guaranteedof Holder) NOTE: Signatures must be guaranteed by a bankTHE ABOVE SIGNATURES MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THIS NON-CALLABLE CLASS D WARRANT CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE GUARANTEED BY A COMMERCIAL BANK, trust companyTRUST COMPANY, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programSAVINGS ASSOCIATION OR CREDIT UNION OR BY A MEMBER OF A NATIONAL SECURITIES EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------D-6 44
Appears in 1 contract
Countersigned. as Rights Agent By: _________________________ --------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- B-4 Form of Reverse Side of Right Certificate-- Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature B-5 Form of Reverse Side of Right Certificate-- Certificate -- continued --------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. ------------------------------------------------------------------------------------------------------------------------------------------------------- EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE Shares of Preferred Stock On January 23, 2004 the Board of Directors of TRW Automotive Holdings Corp., a Delaware corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"). The dividend is payable on February 3, 2004 to the stockholders of record as of the close of business on February 2, 2004 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of the Company at a price of $115.00 per one one-thousandth of a share of Preferred Stock (as the same may be adjusted, the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of January 23, 2004 (as the same may be amended from time to time, the "Rights Agreement"), between the Company and National City Bank, a national banking association, as Rights Agent (the "Rights Agent"). Until the close of business on the earlier of (i) the tenth day after the first date of a public announcement that a person (other than an Exempted Entity (as defined below)) or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the shares of Common Stock then outstanding or (ii) the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) after the date of commencement of, or the first public announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person (other than an Exempted Entity) or group of 15% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date"), the Rights will be evidenced by the shares of Common Stock represented by certificates for Common Stock outstanding as of the Record Date, together with a copy of the summary of rights disseminated in connection with the original dividend of Rights.
Appears in 1 contract
Countersigned. as Rights Agent [--------------------------] By: __________________________ Authorized Signatory Signature Exhibit B Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer transfers unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and addressaddress of transferee) -------------------------------------------------------------- ---------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: :_________________, ____ ---------------------------- ------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondent in a recognized signature guarantee medallion programthe United States. ----------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------- Signature ------------------------------ Signature Exhibit B Form of Reverse Side of Right Certificate-- Certificate -- continued --------------------------------------------------------------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: TANGER FACTORY OUTLET CENTERS, INC.. The undersigned hereby irrevocably elects to exercise ______________ ___________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number If such number of Rights shall not be all the Rights represented by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ---------------------------------------- (Please print name and address) ---------------------------------------- Dated: ____________, ___ -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Exhibit B Form of Reverse Side of Right Certificate -- continued ------------------------------ The undersigned hereby certifies that the Rights represented by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------- Signature ------------------------------ NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights represented by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Introduction ------------ On July 30, 1998, the Board of Directors of Tanger Factory Outlet Centers, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Shares"). The dividend is payable on August 27, 1998 (the "Record Date") to the stockholders of record on that date. The description and terms of the Rights are set forth in an Agreement (the "Agreement") between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent").
Appears in 1 contract
Samples: Rights Agreement (Tanger Factory Outlet Centers Inc)
Countersigned. AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Warrant Agent By: _________________________ By --------------------------- Authorized Signatory Form of Reverse Side of Right Certificate Officer SUBSCRIPTION FORM OF ASSIGNMENT (To be executed Be Executed by the registered holder if such holder desires Registered Holder in Order to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. Exercise Warrants The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned Registered Holder hereby irrevocably elects to exercise __________________ Rights Class A Warrants represented by this Right Certificate Warrant Certificate, and to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights Class A Warrants, and requests that certificates for such shares of Preferred Stock (or such other securities) securities shall be issued in the name of: -------------------------------------------------------------- (Please of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address) -------------------------------------------------------------- If ] and be delivered to ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] and if such number of Rights Class A Warrants shall not be all the Rights Class A Warrants evidenced by this Right Warrant Certificate, that a new Right Class A Warrant Certificate for the balance remaining of such Rights shall Class A Warrants be registered in the name of of, and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programthe Registered Holder at the address stated below. The undersigned hereby certifies represents that the Rights exercise of the Class A Warrants evidenced hereby was solicited by this Right Certificate are a member of the National Association of Securities Dealers, Inc. If not beneficially owned byA-4 27 solicited by an NASD member, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined please write "unsolicited" in the Rights Agreement)space below. ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to Unless otherwise indicated by listing the name as written upon of another NASD member firm, it will be assumed that the face exercise was solicited by D.H. Xxxxx Xxxestment Banking Corp. or D.H. Xxxxx & Xo., Inc. ------------------------------------ (Name of this Right Certificate in every particularNASD Member) Dated: X --------------------------- ------------------- ------------------------------------ ------------------------------------ Address ------------------------------------ Taxpayer Identification Number ------------------------------------ Signature Guaranteed ------------------------------------ THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to PurchaseWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------AND MUST BE GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.
Appears in 1 contract
Countersigned. as Rights Warrant Agent By: -------------------------------------- Authorized Officer -iii- [FORM OF REVERSE OF WARRANT CERTIFICATE] TRANSFER FEE: $__________________ PER CERTIFICATE ISSUED SUBSCRIPTION FORM To Be Executed by the Registered Holder in Order to Exercise Warrants The undersigned Registered Holder hereby irrevocably elects to exercise ________ Authorized Signatory Form Warrants represented by this Warrant Certificate, and to purchase the securities issuable upon the exercise of Reverse Side such Warrants, and requests that certificates for such securities shall be issued in the name of Right PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] and be delivered to ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] and if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below. Dated: X ---------------------------------------- ----------------------------------------- ----------------------------------------- Address ----------------------------------------- Taxpayer Identification Number ----------------------------------------- Signature Guaranteed ----------------------------------------- THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM. ASSIGNMENT (To be executed Be Executed by the registered holder if such holder desires Registered Holder in Order to transfer the Right Certificate) Assign Warrants FOR VALUE RECEIVED ____RECEIVED, _____________________ hereby sells, assigns and transfer transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE ------------------------------- ------------------------------- ------------------------------- ------------------------------- [please print or type name and address] _______________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints _____________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, Attorney to transfer said Rights this Warrant Certificate on the books of the within-named Company, with full power of substitutionsubstitution in the premises. Dated: ______________X ------------------ --------------------------- Signature Guaranteed ------------------------ THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bankWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM AND MUST BE GUARANTEED BY A MEMBER OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------THE MEDALLION STAMP PROGRAM.
Appears in 1 contract
Samples: Warrant Agreement (Central European Distribution Corp)
Countersigned. as Rights Agent By: _________________________ By ---------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ the undersigned hereby sellssell(s), assigns assign(s) and transfer transfer(s) unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________ Attorney, to transfer said Rights on the books Please insert social security or other identifying number of the within-named Company, with full power of substitution. Dated: assignee ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ___________________________________________________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- ____________________________________________________________________________ (Please print or typewrite name and addressaddress including postal zip code of assignee) -------------------------------------------------------------- If this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby authorizes the transfer of registration of such number interest to assignee on the Certificate Register of Rights shall not be all said Trust Fund. I (we) further direct the Rights evidenced by this Right Certificate, Certificate Registrar to issue a new Right Certificate for of like Class and Percentage Interest, to the balance remaining of above named assignee and deliver such Rights shall be registered in Certificate to the name of and delivered to: Please insert social security or other identifying numberfollowing address: _________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ________________________________________________________________ ---------------------------- ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified by or on Right Certificate) behalf of assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a bank, trust company, broker, dealer company or other eligible institution participating in broker of the signatory who is a recognized member of a signature guarantee medallion program. The undersigned hereby certifies that THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF DISTRIBUTION TO CERTAIN CLASSES OF THE CERTIFICATES AS SET FORTH HEREIN AND IN THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, IN EACH CASE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE BLUE SKY LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE. PRINCIPAL IN RESPECT OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS PROVIDED IN SECTION 5.02 OF THE AGREEMENT. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN OTHER RESTRICTIONS AS SET FORTH HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class B3 Initial Class B3 Certificate Principal Balance: $253,000.00 Certificate Interest Initial Certificate Principal Rate per annum: 7.250% Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: CUSIP: 36157N MK 7 October 25, 2000 THIS CERTIFIES THAT __________________ is the Rights registered owner of the Percentage Interest evidenced by this Right Certificate are not beneficially owned by, were not acquired (obtained by dividing the initial Certificate Principal Balance of this Certificate by the undersigned fromaggregate initial Certificate Principal Balance of all Class B3 Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Agreement"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and are the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (less than 66% of all the Voting Rights as defined in the Rights Agreement). ------------------------------ Signature Form Any such consent by the Holder of Reverse Side this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The signature Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. No transfer of any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the Form form of Assignment or Form a Definitive Certificate shall be made to any Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee (x) is not an employee benefit plan subject to the Employee Retirement Income Security Act of Election to Purchase1974, as amended ("ERISA") or a plan subject to Section 4975 of the case may beInternal Revenue Code of 1986, must conform as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (y) is an insurance company investing assets of its general account and the exemption provided by Section III(a) of Department of Labor Prohibited Transaction Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption") applies to such transferee's acquisition and holding of such Certificate, or (ii) an opinion of counsel satisfactory to the name Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as written upon a result of a change of law or otherwise, counsel satisfactory to the face Trustee has rendered an opinion to the effect that the purchase and holding of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Any transferee of a beneficial interest in any Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate which is in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in the paragraph above unless the Trustee and the Company have received an opinion of counsel referred to in the paragraph above. Notwithstanding anything else to the contrary herein, any purported transfer of a Class M, Class B1, Class B2, Class B3, Class B4 or Class B5 Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Right Certificate is registerable in every particularthe Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without alteration coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or enlargement exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any change whatsoever. In Monthly Advance with respect thereto) of the event the certification set forth above last Mortgage Loan remaining in the Form Trust Fund and the disposition of Assignment all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Form Company to repurchase all the Mortgage Loans and property in respect of Election Mortgage Loans is subject to Purchasethe Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, as the case may beby manual signature, is not completed, such Assignment or Election to Purchase will this Certificate shall not be honored. -------------------------------------------------------------------------------------------------------------entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Mort Serv Inc Remic Mort Pa Thro Cert Ser 2000-12)
Countersigned. AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Warrant Agent By: By ----------------------------------- Authorized Officer [FORM OF REVERSE OF REDEEMABLE COMMON STOCK PURCHASE WARRANTS] ELECTION TO PURCHASE (To Be Executed Upon Exercise of the Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase Shares and herewith tenders in payment for such Shares cash or a certified or official bank check payable to the order of the Company in the amount of $ e all in accordance with the terms hereof. The undersigned requests that a certificate for such Shares be registered in the name of ___________ whose address is ___________ and that such certificate be delivered to whose address is _____________. If said number of Shares is less than all the Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing Warrants to purchase the remaining balance of the Shares be registered in the name of whose address is and that such certificate be delivered to ____________ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED whose address is _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies represents that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares the within Warrant was solicited by a member of Preferred Stock (or such other securities) be issued the National Association of Securities Dealers, Inc. If not solicited by an NASD member, please write "unsolicited" in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced space below. Unless otherwise indicated by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in listing the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- an NASD member firm, it will be assumed that the exercise was "unsolicited" ------------------------- Dated: ________________, ___ ---------------------------- X --------------------- ----------------------------------------- Signature (X ----------------------------------------- Signature must conform to holder specified on Right Certificate----------------------------------------- ----------------------------------------- Address ------------------------------------------ Taxpayer Identification Number(s) Signature ------------------------------------------ Signature(s) Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Countersigned. as Rights Agent By: _________________________ By ---------------------------------- Authorized Signatory Form of Reverse Side of Right Certificate FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ the undersigned hereby sellssell(s), assigns assign(s) and transfer transfer(s) unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________________________________ Attorney, to transfer said Rights on the books Please insert social security or other identifying number of the within-named Company, with full power of substitution. Dated: assignee ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ___________________________________________________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- ____________________________________________________________________________ (Please print or typewrite name and addressaddress including postal zip code of assignee) -------------------------------------------------------------- If this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby authorizes the transfer of registration of such number interest to assignee on the Certificate Register of Rights shall not be all said Trust Fund. I (we) further direct the Rights evidenced by this Right Certificate, Certificate Registrar to issue a new Right Certificate for of like Class and Percentage Interest, to the balance remaining of above named assignee and deliver such Rights shall be registered in Certificate to the name of and delivered to: Please insert social security or other identifying numberfollowing address: _________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ________________________________________________________________ ---------------------------- ________________________________________________________________________________ Dated:________________________________ ______________________________________ Signature (Signature must conform to holder specified by or on Right Certificate) behalf of assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a bank, trust company, broker, dealer company or other eligible institution participating in broker of the signatory who is a recognized member of a signature guarantee medallion program. The undersigned hereby certifies that PRINCIPAL WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS CALCULATED ON THIS CERTIFICATE BASED ON THE CLASS S NOTIONAL PRINCIPAL BALANCE, WHICH, AS OF ANY DISTRIBUTION DATE, IS EQUAL TO THE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE OUTSTANDING NON-DISCOUNT MORTGAGE LOANS AS SET FORTH IN THE AGREEMENT (AS DEFINED HEREIN). CONSEQUENTLY, THE NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE AS SET FORTH HEREON. THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF GE CAPITAL MORTGAGE SERVICES, INC. OR THE TRUSTEE (AS DEFINED HEREIN). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE SECURITIES ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") (AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("SECTION 4975") (A "PLAN") OR A PERSON THAT IS USING THE ASSETS OF A PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT AS DESCRIBED HEREIN. REMIC MORTGAGE PASS-THROUGH CERTIFICATE, SERIES 2000-12 evidencing a beneficial ownership interest in a trust fund which consists primarily of a pool of conventional, fixed rate, one- to four-family mortgage loans sold and serviced by GE CAPITAL MORTGAGE SERVICES, INC. No.: Class S Initial Class S Notional Principal Balance: $109,670,603.18 Certificate Interest Initial Notional Rate per annum: variable Principal Balance of this Certificate: $ Cut-off Date: September 1, 2000 First Distribution Date: October 25, 2000 THIS CERTIFIES THAT ______________________ is the Rights registered owner of the Percentage Interest evidenced by this Right Certificate are not beneficially owned by, were not acquired (obtained by dividing the initial Notional Principal Balance of this Certificate by the undersigned fromaggregate initial Notional Principal Balance of all Class S Certificates, both as specified above) in certain distributions with respect to the Trust Fund, consisting primarily of a pool (the "Pool") of conventional, fixed rate, one- to four-family mortgage loans (the "Mortgage Loans"), sold and serviced by GE Capital Mortgage Services, Inc., a corporation organized and existing under the laws of the State of New Jersey (the "Company"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2000 (the "Agreement"), between the Company and State Street Bank and Trust Company, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth herein below. To the extent not defined herein, the terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The Agreement requires the distribution on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing in October 2000, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date"), of an amount equal to the product of the Percentage Interest evidenced by this Certificate and the aggregate amount required to be distributed to Holders of Certificates of the same Class as this Certificate pursuant to the Agreement. This Class S Certificate will not be entitled to distributions in respect of principal. Distributions on this Certificate will be made by the Trustee by check or money order mailed to the Person entitled thereto at the address appearing in the Certificate Register or, upon written request by the Certificateholder, by such other means of payment as such Person and the Trustee shall agree. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made in the applicable manner described above, after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in New York, New York. This Certificate is one of a duly authorized issue of Certificates designated as REMIC Mortgage Pass-Through Certificates, Series 2000-12, issued in ten Classes (Class A, Class R, Class PO, Class S, Class M, Class B1, Class B2, Class B3, Class B4 and Class B5, herein called the "Certificates"). The Certificates are limited in right of payment to certain payments on and collections in respect of the Mortgage Loans, all as more specifically set forth in the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Certificate Account for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. As provided in the Agreement and with certain exceptions therein provided, certain losses on the Mortgage Loans resulting from defaults by Mortgagors will be borne by the Holders of the Class M, Class B1, Class B2, Class B3, Class B4 and Class B5 Certificates before such losses will be borne by the Holders of the other Classes of the Certificates. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and are the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement at any time by the Company and the Trustee with the consent of the Holders of Certificates evidencing not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (less than 66% of all the Voting Rights as defined in the Rights Agreement). ------------------------------ Signature Form Any such consent by the Holder of Reverse Side this Certificate shall be conclusive and binding on such Holder and upon all future Holders of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The signature Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Except for certain transfers by the Company as set forth in the Form Agreement, no transfer of Assignment or Form any Class S Certificate which is in the form of Election a Definitive Certificate shall be made to Purchaseany Person unless the Trustee has received (i) a certificate from such transferee to the effect that such transferee is not an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan subject to Section 4975 of the case may beInternal Revenue Code of 1986, must conform as amended ("Section 4975") (a "Plan") or a Person that is using the assets of a Plan to acquire such Certificate or (ii) an opinion of counsel satisfactory to the name Trustee, which opinion shall not be an expense of the Trustee or the Company, to the effect that the purchase and holding of such Certificate will not constitute or result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA or Section 4975 and will not subject the Trustee or the Company to any obligation in addition to those undertaken in the Agreement; provided, however, that the Trustee will not require such certificate or opinion in the event that, as written upon a result of a change of law or otherwise, counsel satisfactory to the face Trustee has rendered an opinion to the effect that the purchase and holding of a Class S Certificate by a Plan or a Person that is purchasing or holding such Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under ERISA or Section 4975. Notwithstanding anything else to the contrary herein, any purported transfer of a Class S Certificate to or on behalf of a Plan, without the delivery to the Trustee and the Company of an opinion of counsel as described above, shall be void and of no effect. As provided in the Agreement, and subject to certain limitations therein set forth, the transfer of this Right Certificate is registerable in every particularthe Certificate Register of the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in the city in which the Corporate Trust Office of the Trustee is located or in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee, and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without alteration coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class of authorized denominations evidencing the same aggregate Percentage Interest as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or enlargement exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Trustee and the Certificate Registrar and any agent of the Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Agreement, and the Trust Fund created thereby shall terminate upon payment to the Certificateholders, or provision therefor, in accordance with the Agreement following the earlier of (a) the repurchase by the Company of all Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund at a price equal to the sum of (x) 100% of the unpaid principal balance of each Mortgage Loan (other than a Mortgage Loan described in clause (y)) plus accrued and unpaid interest thereon at the rate provided for in the Agreement (less any amounts representing previously unreimbursed Monthly Advances) and (y) the appraised value of any property acquired in respect of a Mortgage Loan determined as provided in the Agreement, and (b) the later of the final payment or other liquidation (or any change whatsoever. In Monthly Advance with respect thereto) of the event the certification set forth above last Mortgage Loan remaining in the Form Trust Fund and the disposition of Assignment all property acquired upon foreclosure or by deed in lieu of foreclosure of any Mortgage Loan. The right of the Form Company to repurchase all the Mortgage Loans and property in respect of Election Mortgage Loans is subject to Purchasethe Pool Scheduled Principal Balance at the time of repurchase being less than 10 percent of the Pool Scheduled Principal Balance as of the Cut-off Date. The Company's exercise of such right will result in early retirement of the Certificates. Unless this Certificate has been countersigned by the Trustee, as the case may beby manual signature, is not completed, such Assignment or Election to Purchase will this Certificate shall not be honored. -------------------------------------------------------------------------------------------------------------entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ge Capital Mort Serv Inc Remic Mort Pa Thro Cert Ser 2000-12)
Countersigned. as Rights Warrant Agent ByBy ------------------------------ Authorized Officer [FORM OF REVERSE OF WARRANT CERTIFICATE] [TRANSFER FEE: __________________$_______ Authorized Signatory Form of Reverse Side of Right Certificate PER CERTIFICATE ISSUED] SUBSCRIPTION FORM OF ASSIGNMENT (To be executed Be Executed by the registered holder if such holder desires Registered Holder in Order to transfer the Right Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. Exercise Warrants The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned Registered Holder hereby irrevocably elects to exercise __________________ Rights Warrants represented by this Right Certificate Warrant Certificate, and to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights Warrants, and requests that certificates for such shares of Preferred Stock (or such other securities) securities shall be issued in the name of: -------------------------------------------------------------- (Please of PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER ----------------------------- ----------------------------- ----------------------------- ----------------------------- [please print or type name and address) -------------------------------------------------------------- If ] and be delivered to ----------------------------- ----------------------------- ----------------------------- ----------------------------- [please print or type name and address] and if such number of Rights Warrants shall not be all the Rights Warrants evidenced by this Right Warrant Certificate, that a new Right Warrant Certificate for the balance remaining of such Rights shall Warrants be registered in the name of of, and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: ________________, ___ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion programthe Registered Holder at the address stated below. The undersigned hereby certifies represents that the Rights exercise of the Warrants evidenced hereby was solicited by this Right Certificate are a member of the National Association of Securities Dealers, Inc. If not beneficially owned bysolicited by an NASD member, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined please write "unsolicited" in the Rights Agreement)space below. ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to Unless otherwise indicated by listing the name as written upon of another NASD member firm, it will be assumed that the face exercise was solicited by Royce Investment Group, Inc. ------------------------------------ (Name of this Right Certificate in every particularNASD Member) Dated: X ------------- ---------------------------------- ------------------------------------ ------------------------------------ Address ------------------------------------ Taxpayer Identification Number ------------------------------------ Signature Guaranteed ------------------------------------ THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to PurchaseWITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------AND MUST BE GUARANTEED BY A MEMBER OF THE MEDALLION STAMP PROGRAM.
Appears in 1 contract
Countersigned. as Rights Agent By: _______________________________ Authorized Signatory Signature [Form of Reverse Side of Right Certificate Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________ hereby sells, assigns and transfer transfers unto __________________________________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by ______________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ ------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ ------------------------------------- Signature --------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- A-4 [Form of Reverse Side of Right Certificate-- continued Certificate -- continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To the Rights AgentXXXXX CORPORATION: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) Common Shares issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) Common Shares be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- insert social security or other identifying number -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: ________________, ____ ---------------------------- -------------------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankmember firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company, broker, dealer company having an office or other eligible institution participating correspondent in a recognized signature guarantee medallion programthe United States. [Form of Reverse Side of Right Certificate -- continued] -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ ------------------------------------- Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NOTICE ------ The signature in the Form foregoing Forms of Assignment or Form of and Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------============ EXHIBIT B ============ XXXXX CORPORATION SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On November 5, 2001, the Board of Directors of Xxxxx Corporation (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of common stock, $.10 par value (the "Common Shares"), of the Company. The dividend is payable on November 15, 2001 to the shareholders of record on that date (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one-half of one Common Share, at a price of $140 per Common Share (equivalent to $70 for each one-half of a Common Share), subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Firstar Bank, N.A., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Shares (the "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) of 15% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on November 15, 2011 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, or the Rights Agreement is amended, in each case as described below. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). In the event that any person becomes an Acquiring Person (a "Flip-In Event"), each holder of a Right (except as otherwise provided in the Rights Agreement) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, or subsequently become beneficially owned by an Acquiring Person, related persons and transferees will be null and void. In the event that, at any time following the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are sold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), proper provision will be made so that holders of Rights (except as otherwise provided in the Rights Agreement) will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the then current Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Common Shares will be issued. In lieu of fractional Common Shares equal to one-half of a Common Share or less, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. No Rights may be exercised that would entitle the holder thereof to any fractional Common Share greater than one-half of a Common Share unless concurrently therewith such holder purchases an additional fraction of a Common Share which when added to the number of Common Shares to be received upon such exercise, equals an integral number of Common Shares. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event and until the first occurrence of a Flip-Over Event may be paid in Common Shares having an equivalent value. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by any Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). At any time prior to a person becoming an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Other than amendments that would change the Redemption Price or move to an earlier date the expiration of the Rights, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 15% to not less than 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such amendment may adversely affect the interests of the holders of the Rights. The Rights may also be amended to extend the expiration date thereof. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. The Company will file a copy of the Rights Agreement with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A filed with respect to the Rights. A copy of the Rights Agreement is also available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.
Appears in 1 contract
Samples: Rights Agreement (Banta Corp)
Countersigned. as Rights Agent Warrant Agent, By: ___________________Authorized Signatory FORM OF ELECTION TO PURCHASE WARRANT SHARES (to be executed only upon exercise of Warrants) METRICOM, INC. The undersigned hereby irrevocably elects to exercise Warrants at an exercise price per Warrant (subject to adjustment) of $______ Authorized Signatory Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ____________________acquire _____ hereby sellsshares of Common Stock, assigns par value $0.001 per share, of Metricom, Inc. on the terms and transfer unto ___________________________ ------------------------------------------------------------ (Please print name conditions specified within the Warrant Certificate and address of transferee) ------------------------------------------------------------ Rights represented by the Warrant Agreement therein referred to, surrenders this Right Certificate, together with Warrant Certificate and all right, title and interest thereintherein to Metricom, Inc. and does hereby irrevocably constitute directs that the shares of Common Stock deliverable upon the exercise of such Warrants be registered or placed in the name and appoint ___________________ Attorney, to transfer said Rights on at the books of the within-named Company, with full power of substitutionaddress specified below and delivered thereto. Dated: __Date:____________, _____ ------------------------------ ------------------------------------------ (Signature of Owner) ------------------------------------------ (Street Address) ------------------------------------------ (City) (State) (Zip Code) Signature GuaranteedGuaranteed by: Signatures ------------------------------------------ Signature must be guaranteed by a bankan eligible Guarantor Institution (generally, trust companybanks, brokerstock brokers, dealer or other eligible institution participating savings and loan associations and credit unions) with membership in a recognized signature an approved guarantee medallion program. program pursuant to Securities and Exchange Commission Rule 17Ad-5 -------------- The undersigned hereby certifies that signature must correspond with the Rights evidenced by this Right name as written upon the face of the within Warrant Certificate are not beneficially owned byin every particular, were not acquired by the undersigned fromwithout alteration or enlargement or any change whatsoever, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)must be guaranteed. ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires Securities and/or check to exercise Rights represented by the Rights Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: Name:____________________________________________ -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: Street Address:________________, __________________ ---------------------------- Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bankCity, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired State and Zip Code:________________________ Any unexercised Warrants represented by the undersigned fromWarrant Certificate to be issued to: Please insert social security or identifying number: Name:____________________________________________ Street Address:__________________________________ City, State and are not being soldZip Code:________________________ APPENDIX A LIST OF FINANCIAL EXPERTS ---------------- BT Alex. Browx Xxxr, assigned or transferred toSteaxxx & Xo., an Acquiring Person or an Affiliate or Associate thereof Inc. Chase Securities Inc. Credit Suisse First Boston Corporation Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation ING Baring (as defined in the Rights Agreement)U.S.) Securities Corporation Goldxxx, Xxchs & Co. J.P. Xxxxxx Xxxurities Inc. Lazard Freres & Co. Lehmxx Xxxthers Inc. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated Morgxx Xxxnxxx, Xxan Xxxxxx & Xo. ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to PurchaseIncorporated Oppexxxxxxx & Xo., as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoeverInc. Prudential Securities Inc. Saloxxx Xxxxx Xxxnxx Xxx. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------SBC Warburg Dillon Read Inc.
Appears in 1 contract
Countersigned. as Rights Agent ByBy ------------------------------ Title: _________________________ Authorized Signatory Form of [On Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Rights Certificate) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________ ------------------------------------------------------------ (Please print name and address of transferee) ------------------------------------------------------------ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature --------------------------------------------------------------------------------------------------------------------------------------- Form of Reverse Side of Right Certificate-- continued ] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Right Certificate.) To the Rights AgentTo: BRILLIANT DIGITAL ENTERTAINMENT, INC. The undersigned hereby irrevocably elects to exercise __________________ --------------- Rights represented by this Right Certificate to purchase the shares one one-hundredth (1/100th) of a share of Preferred Stock (or other securities or property) issuable upon the exercise of the Rights (or such Rights other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares of Preferred Stock (or such other securities) securities be issued in the name ofof and delivered to: -------------------------------------------------------------- Please insert social security or other identifying number ----------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- ----------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________ -------------------------------------------------------------- number ----------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- ----------------------------------------------------------------- OPTIONAL ELECTION TO EXERCISE WITHOUT PAYMENT OF CASH: hundredth (1/100th) of a share of Preferred Stock or other securities having a value (as determined pursuant to the Rights Agreement) equal to the difference between (i) the value of the Preferred Stock or other securities that would have been issuable upon exercise thereof upon payment of the Purchase Price as provided in the Rights Agreement, and (ii) the amount of such Purchase Price. Dated: ________________--------------------, ___ ---------------------------- ---- ------------------------------ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. CERTIFICATE ----------- The undersigned hereby certifies that by checking the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature Form of Reverse Side of Right Certificate-- continued --------------------------------------------------------------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored. -------------------------------------------------------------------------------------------------------------appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Brilliant Digital Entertainment Inc)
