Distribution of Rights. (a) Distribution to ADS Holders. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares (or any rights of any other nature), the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have requested that such rights be made available to Holders, (ii) the Depositary shall have received documentation within the terms of Section 5.7 reasonably satisfactory to it, and (iii) the Depositary shall have determined that such distribution of rights is reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.9) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes). The Company shall assist the Depositary to the extent necessary in establishing such procedures. Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).
Distribution of Rights. Separate certificates evidencing the Rights will be mailed to holders of record of the Common Shares on the "Distribution Date."
Distribution of Rights. 16 SECTION 4.5 Distributions Other Than Cash, Shares or Rights ..............18 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form ..................................................19 SECTION 4.7 Redemption ...................................................19 SECTION 4.8 Conversion of Foreign Currency ...............................19 SECTION 4.9 Fixing of Record Date ........................................20 SECTION 4.10
Distribution of Rights. Separate certificates evidencing the Rights will be mailed to holders of record of the Common Stock on the "DISTRIBUTION DATE". The Distribution Date is the earlier to occur of the following two events (or such later date as may be determined by the Board of Directors, upon approval by a majority of Continuing Directors as defined below): 46 o the tenth day after a public announcement that a person or group of affiliated or associated persons has acquired 15% or more of the outstanding Common Stock (thereby becoming an "ACQUIRING PERSON" under the Rights Plan); or o such date as may be determined by the Board of Directors of the Company, upon approval of a majority of the Continuing Directors, after the commencement or announcement of a tender or exchange offer by a person or group for 15% or more of the outstanding Common Stock. Acquisitions by the following persons will not result in the person becoming an Acquiring Person: The Company, any subsidiary or employee benefit plan of the Company, or any other person approved in advance by the Board of Directors and the Continuing Directors. After the Distribution Date, the Rights will be tradable separately from the Common Stock. After the Distribution Date and after the Company's right to redeem (as described below) has expired, the Rights will be exercisable in two different ways depending on the circumstances as set forth below.
Distribution of Rights. 3 Section 2.03. Rights Arising in Future............................................................... 4 Section 2.04. No Warranties.......................................................................... 4 Section 2.05. Recognition of Non-Party Rights........................................................ 4 Section 2.06. Effectuating Transfer of Rights........................................................ 5 Section 2.07. Limitations and Obligations in Jointly Owned Intellectual Property..................... 5 ARTICLE III CROSS LICENSING OF RIGHTS.................................................................. 5 Section 3.01.
Distribution of Rights. (a) Varian hereby irrevocably transfers and assigns, effective as of the Effective Time, to IB the ownership of all rights, title and/or interest in the IB Intellectual Property, a non-exclusive description of which is set forth in Schedule 2.02(a). In addition, Varian hereby irrevocably transfers and assigns to IB, effective as of the Effective Time, joint ownership of all rights, title and/or interest in the Specified Intellectual Property, an exclusive description of which is set forth in Schedule 2.02(d), subject to the provisions of Section 2.07 below.
(b) Varian hereby irrevocably transfers and assigns, effective as of the Effective Time, to SEB the ownership of all rights, title and/or interest in the SEB Intellectual Property, a non-exclusive description of which is set forth in Schedule 2.02(b). In addition, Varian hereby irrevocably transfers and assigns to SEB, effective as of the Effective Time, joint ownership of all rights, title and/or interest in the Specified Intellectual Property, an exclusive description of which is set forth in Schedule 2.02(d), subject to the provisions of Section 2.07 below.
(c) Varian hereby irrevocably retains, effective as of the Effective Time, the ownership of all rights, title and/or interest in the HCS Intellectual Property, a non-exclusive description of which is set forth in Schedule 2.02(c), and subject to the provisions of Article IV below, in the "Varian" and "VA logo" trademarks. In addition, Varian hereby retains, effective as of the Effective Time, joint ownership of all rights, title and/or interest in the Specified Intellectual Property, an exclusive description of which is set forth in Schedule 2.02(d), subject to the provisions of Section 2.07 below.
(d) Varian hereby irrevocably transfers and assigns to IB and SEB, and retains for itself, effective as of the Effective Time, joint ownership of all rights, title and/or interest in the Residual Intellectual Property, subject to the provisions of Section 2.07 below. By mutual written agreement at any time, the parties may re-designate any Residual Intellectual Property as being either HCS, IB or SEB Intellectual Property or as Specified Intellectual Property. Any party renouncing its undivided joint ownership rights in any Residual Intellectual Property in favor of another party or parties, through such written agreement shall have continuing license rights thereto pursuant to Article III.
Distribution of Rights. The Company has authorized the distribution of the Rights and, following the effectiveness of the Registration Statement and the Record Date, will issue such Rights to Record Holders as contemplated by the Registration Statement and the Prospectus. The Company will notify promptly the Subscription Agent upon the effectiveness of the Registration Statement. The Company will cause American Stock Transfer & Trust Company, as transfer agent and registrar for the CBNY Common Stock (the "Transfer Agent"), to provide such assistance as the Subscription Agent may require to effect the distribution of the Rights to Record Holders, including assistance in determining the number of Rights to be distributed to each such Record Holder (including Rights distributed to Record Holders on behalf of beneficial owners holding through such Record Holders pursuant to the provisions for rounding down fractional Rights set forth in Section 5(a), below). The Subscription Agent will provide assistance in distributing the Prospectus, the Subscription Right Certificates evidencing the Rights (the "Subscription Right Certificates"), the Instructions for Use of CBNY Investment Services Corp. Rights Certificates (the "Instructions") and all other ancillary documents relating to the Rights Offering to Record Holders. The Subscription Right Certificates and the Instructions will be substantially in the forms attached hereto as Exhibits A and B, respectively.
Distribution of Rights. Pursuant to this Agreement and subject to the terms and conditions hereof, each Shareholder is entitled to one Contingent Goodwill Participation Right (each a "Right" and collectively, the "Rights") for each share of Common Stock held by such Shareholder as of the date hereof. Therefore, each Shareholder will respectively be entitled to the following number of Rights corresponding to its pro rata share of Common Stock held as of the date hereof: The Xxxxxx Estate: 59,100 Rights (60%), BIL Securities: 29,550 Rights (30%), Xxxxx, Inc.: 9,850 Rights (10%). The parties hereto confirm and agree that, notwithstanding the provisions of any judgment entered or settlement agreement entered into or executed in connection with the Litigation, each Right entitles its owner to receive 0.0009645% of the Litigation Recovery and the 98,500 Rights owned collectively by the three Shareholders as of the date hereof account for and represent in the aggregate 95% of the Litigation Recovery and 100% of the Recovery Payment. It is not the intent of the parties to create a debt obligation owed by the Company or the Bank to each Shareholder. Each Shareholder does not have the right to receive any distribution or payment from the Company and/or the Bank pursuant to this Agreement, nor does the Company and/or the Bank have a duty to make any payment to each Shareholder or distribution pursuant to this Agreement, except in each case to the extent of the Recovery Payment, if any, and except as described herein.
Distribution of Rights. In the event that the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all holders of its outstanding Shares entitling them, for a period expiring not more than forty-five (45) days after such record date, to subscribe for or purchase Shares (or securities convertible or exchangeable into Shares) at a price per Share (or having a conversion or exchange price per Share) less than 95% of the Fair Market Value of the Shares on the record date (a "Rights Offering"), the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Shares outstanding on such record date plus a number of Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Fair Market Value and of which the denominator shall be the total number of Shares outstanding on such record date plus the total number of additional Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable. Any Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed .To the extent that no such rights, options or warrants are exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights, options or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Shares (or securities convertible or exchangeable into Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Subsection 1(g), the number of Warrants represented hereby will be adjusted immediately after such record date so that it will equal the number determined by multiplying the number of Warrants represented hereby in effect on such record date by a fraction, of which the numerator shall be the Exercise Price i...
Distribution of Rights. After upon approval of Proposal 2 and Proposal 3 at the Special Meeting, the Company shall distribute to the stockholders of record (other than WESAC) on the Rights Record Date (such recipients or their transferees being hereinafter referred to as the "Rights Holders"), eight (8) rights, each exercisable to purchase, on the terms and conditions hereinafter set forth, one share of Pre-Split Common Stock (the "Rights") at a price of $.10 per share (the "Subscription Price") for each share of Pre-Split Common Stock held by such Rights Holder on the Rights Record Date. The Rights shall be (i) evidenced by transferable rights certificates (the "Rights Certificates"), and (ii) distributed at no cost to the Rights Holders.
