Delivery of Rights Certificates. In the event that the Corporation determines to issue Rights Certificates, then promptly following the Separation Time, the Corporation will prepare and the Rights Agent will mail to each holder of record of Rights as of the Separation Time (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)) at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (A) a certificate (a “Rights Certificate”) in substantially the form of Schedule 2.2(5) hereto (or such other form as the Corporation and the Rights Agent may agree) appropriately completed, representing the number of Rights held by such holder at the Separation Time, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (B) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Voting Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned Person to furnish it with such information and documentation as the Corporation considers advisable.
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Samples: Shareholder Protection Rights Plan Agreement, Shareholder Protection Rights Plan Agreement
Delivery of Rights Certificates. In Upon receipt of a Rights Certificate representing exercisable Rights, with the event that form of election to purchase and the Corporation determines certificate duly executed, accompanied by payment, with respect to issue Rights Certificateseach Right so exercised, then promptly following of the Separation TimePurchase Price per one share of Common Stock to be purchased as set forth below, the Corporation will prepare and an amount equal to any applicable transfer tax, the Rights Agent will mail shall, subject to each holder of record of Rights as Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Separation Time shares of Common Stock (other than an Acquiring Person andor make available, if the Rights Agent is the transfer agent for such shares) certificates for the total number of shares of Common Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in respect which case certificates for the shares of any Rights Beneficially Owned Common Stock represented by such Acquiring Person which are not held receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) requisition from the Company the amount of record by cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of such Acquiring Personcertificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of record of such Rights (a “Nominee”)) at Certificate, registered in such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (A) a certificate (a “Rights Certificate”) in substantially the form of Schedule 2.2(5) hereto (name or such other form as the Corporation and the Rights Agent may agree) appropriately completed, representing the number of Rights held by such holder at the Separation Time, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or names as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usagedesignated by such holder, and (Biv) a disclosure statement describing after receipt thereof, deliver such cash, if any, to or upon the Rights, provided that a Nominee order of the registered holder of such Rights Certificate. The payment of the Purchase Price shall be sent made in cash or by certified bank check or bank draft payable to the materials provided for in (A) and (B) in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Voting Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned Person to furnish it with such information and documentation as the Corporation considers advisable.Company.
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Delivery of Rights Certificates. In the event that the Corporation determines to issue Rights Certificates, then promptly following the Separation Time, the Corporation will prepare and the Rights Agent will mail to each holder of record of Rights as of the Separation Time (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)) at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose), (A) a certificate (a “Rights Certificate”) in substantially the form of Schedule 2.2(5) hereto (or such other form as the Corporation and the Rights Agent may agree) appropriately completed, representing the number of Rights held by such holder at the Separation Time, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made pursuant thereto or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and (B) a disclosure statement describing the Rights, provided that a Nominee shall be sent the materials provided for in (A) and (B) in respect of all Voting Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is holding Voting Shares which are Beneficially Owned by another Person, the Corporation may require such first mentioned Person to furnish it with such information and documentation as the Corporation considers advisable.advisable.
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