Duties of Subscription Agent Sample Clauses

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company. 3.2 Promptly after Agent receives the Record Stockholders List, Agent shall: (a) mail or cause to be mailed, by first class mail, to each holder of the Common Stock of record on the Record Date whose address of record is within the United States of America and Canada, (i) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the prospectus and (iii) a return envelope addressed to Agent. (b) At the direction of Company, mail or cause to be mailed, to each holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the prospectus. Agent shall refrain from mailing the Subscription Form to any holder of the Common Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such stockholder subject to such stockholder making satisfactory arrangements with Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements is received at or before 11:00 a.m., Eastern Time, on __________. In the event that a request to exercise the Rights is received from such a holder, Agent will consult with Company for instructions as to the number of shares of the Additional Common Stock, if any, Agent is authorized to issue. (c) Upon request by Company, Agent shall mail or deliver a copy of the prospectus (i) to each assignee or transferee of the Rights upon receiving appropriate documentation satisfactory to Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the...

Duties of Subscription Agent. As Subscription Agent, Continental is authorized and directed to: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. (b) Promptly after Continental receives the Record Stockholders List, Continental shall: (i) mail or cause to be mailed, by first class mail, or deliver (which delivery may be done electronically through the facilities of the Depository Trust Company (“DTC”) or otherwise) to each holder of Common Stock of record on the Record Date whose address of record is within the United States and Canada, (i) a Certificate evidencing the Rights to which such stockholder is entitled under the Rights Offering, (ii) a copy of the Prospectus and (iii) a return envelope addressed to the Subscription Agent; and (ii) mail or cause to be mailed, by air mail, to each holder of Common Stock of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Prospectus. Continental shall refrain from mailing Certificates issuable to any holder of Common Stock of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Certificates for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Subscription Agent for the exercise of the Rights evidenced thereby, and follow the instructions of such stockholder for the exercise of such Rights if such instructions are received at or before 11:00 a.m., New York City Time, on . (c) Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the Prospectus with certificates for shares of Common Stock and Warrants when such are issued to persons other than the registered holder of the Certificate. (d) Accept Subscriptions upon the due exercise (including payment of the Subscription Price) on or prior to the Expiration Time of Rights in accordance with the terms of the Certificates and the Prospectus....

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their acceptance thereof shall be bound. (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, in the performance of its duties under this Agreement, the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated signed by either the Chairman and Chief Executive Officer, or by the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise Agreement; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock will, when is...

Duties of Subscription Agent. As Subscription Agent, the Subscription Agent is authorized and directed to perform the following: (a) Issue the Certificates in accordance with this Agreement in the names of the holders of the Common Stock and Warrants of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. (b) Promptly after the Subscription Agent receives the Record Holders List, the Subscription Agent shall: (i) mail or cause to be mailed, by first class mail, or deliver (which delivery may be done electronically through the facilities of the Depository Trust Company (“DTC”) or otherwise) to each holder of Common Stock or Warrants of record on the Record Date whose address of record is within the United States and Canada, (i) a Certificate evidencing the Rights to which such Common Stock holder or Warrant holder is entitled under the Rights Offering, (ii) a copy of the Circular, and (iii) a return envelope addressed to the Subscription Agent; and (ii) mail or cause to be mailed, to each holder of Common Stock or Warrants of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Circular (including all attachments and accompanying documents). The Subscription Agent shall refrain from mailing Certificates issuable to any holder of Common Stock or Warrants of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Certificates for the account of such holder subject to such holder making satisfactory arrangements with the Subscription Agent for the exercise of the Rights evidenced thereby, and follow the instructions of such Common Stock holder or Warrant holder for the exercise of such Rights if such instructions are received at or before 11:00 a.m., Eastern Time, at least three business days prior to the Expiration Time. (c) Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the Circular with Certificate(s) with respect to Common Stock and Warrants when such Certificate(s) are issued to holders other than the regist...

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Shares of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. 3.2 Promptly after Agent receives the Record Shareholders List, Agent shall: (a) mail or cause to be mailed, by first class mail, to each holder of Common Shares of record on the Record Date whose address of record is within the United States and Canada, (i) a subscription form with respect to the Rights to which such shareholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the Prospectus and (iii) a return envelope addressed to the Agent; and (b) At the direction of the Company, mail or cause to be mailed, by courier, to each holder of Common Shares of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Prospectus. Agent shall refrain from mailing Subscription Forms to any holder of Common Shares of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Subscription Forms for the account of such shareholder subject to such shareholder making satisfactory arrangements with the Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements are received at or before 11:00 a.m., Eastern Time, on March 15, 2018. In the event a request to exercise subscription rights is received from such a holder, Agent will consult with the Company for instructions as to the number of Additional Common Shares, if any, Agent is authorized to issue. (c) Upon request by the Company, Agent shall mail or deliver a copy of the Prospectus (i) to each assignee or transferee of Rights upon receiving appropriate documents satisfactory to the Agent to register the assignment or transfer thereof and (ii) with Additional Common Shares when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form. (e) Agent shall...

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of Common Shares of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance(s), and furnish a copy of such records to Company. 3.2 Promptly after Agent receives the Record Shareholders List, Agent shall: (a) deliver or cause to be delivered, the following: (i) by first class mail, to each holder of Common Shares on the Record Date whose address of record is within the United States of America, (A) a subscription form with respect to the Rights to which such shareholder is entitled under the Subscription Offer (the “Subscription Form”), (B) a copy of the prospectus and prospectus supplement relating to the Subscription Offer and (C) a return envelope addressed to Agent, and any such other document as Company deems necessary or appropriate; and (ii) by email, as directed by Company, to each holder of Common Shares on the Record Date with a valid email address and who has consented to electronic delivery, access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review the Subscription Form and a copy of the prospectus and prospectus supplement relating to the Subscription Offer; and (b) At the direction of Company, Agent shall deliver or cause to be delivered, or send via regular mail, as the Company shall instruct, to each holder of Common Shares of record on the Record Date who held Common Shares directly (i.e., not in “street name” with a broker or other financial intermediary) whose address of record is outside the United States of America, or is an A.P.O. or a F.P.O. address, a letter notifying such shareholder of the Subscription Offer. Delivery shall be by regular mail (without registration or insurance) for those shareholders having a registered address outside the United States, delivery shall be by air mail (without registration or insurance) and by first class mail (without registration or insurance) to shareholders having APO or FPO addresses. Agent shall refrain from delivering the Subscription Form to any holder of Common Shares of record on the Record Date whose address of record is outside the United States of America, or is an A.P.O. or a F.P.O. address, and hold such Subscription Form for the account of such shareholder subject to such shareholder making satisfactory arrangements wit...

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Shares of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Fund. 3.2 Promptly after Agent receives the Record Shareholders List, Agent shall: (a) mail or cause to be mailed, by first class mail, to each Shareholder of record on the Record Date whose address of record is within the United States, (i) a subscription form with respect to the Rights to which such Shareholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the Prospectus and Prospectus Supplement, (iii) a return envelope addressed to the Agent, and any such other document as the Fund deems necessary or appropriate; and (b) At the direction of the Fund, mail or cause to be mailed, by courier, to each Shareholder of record on the Record Date whose address of record is outside the United States, or is an A.P.O. or F.P.O. address, a copy of the Prospectus. Agent shall refrain from mailing Subscription Forms to any Shareholder of record on the Record Date whose address of record is outside the United States, or is an A.P.O. or F.P.O. address, and hold such Subscription Forms for the account of such Shareholder subject to such Shareholder making satisfactory arrangements with the Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements are received at or before 11:00 a.m., Eastern Time, on December 10, five (5) business days prior to the Expiration Time. In the event a request to exercise subscription rights is received from such a Shareholder, Agent will consult with the Fund for instructions as to the number of Additional Common Shares and Preferred Shares, if any, Agent is authorized to issue. (c) Upon request by the Fund, Agent shall mail or deliver a copy of the Prospectus (i) to each assignee or transferee of Rights upon receiving appropriate documents satisfactory to the Agent to register the assignment or transfer thereof and (ii) with Additional Common Shares and Preferred Shares when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of Rights (including payment of the S...

Duties of Subscription Agent. As Subscription Agent, Xxxxx Fargo is authorized and directed to: (a) Upon the Company’s instruction, issue the Rights Certificates in accordance with this Agreement in the names of the holders of the Common Stock of record or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. The Rights Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. (b) If requested by the Company, print copies of all documents sent to Xxxxx Fargo by the Company that are to be mailed by Xxxxx Fargo to holders of Rights (listed in sections (3)(c)(i) and (ii) of this Agreement), including those documents to be mailed to the Company’s 401(k) participants (listed in section (3)(c)(iii) of this Agreement). (c) Promptly after the documents are finalized for mailing: (i) mail or cause to be mailed, by first class mail, or deliver (which delivery may be done electronically through the facilities of the Depository Trust Company (“DTC”) or otherwise) to each holder of Common Stock of record on the Record Date that is a resident of the United States, (1) a Rights Certificate evidencing the Rights to which such shareholder is entitled under the Rights Offering, (2) a copy of the Prospectus, (3) a suitable cover letter in the form supplied by the Company, (4) instructions as to the use of the Rights Certificate, (5) Notice of Guaranteed Delivery, (6) notice of tax information, and (7) a return envelope addressed to the Subscription Agent. (ii) mail or cause to be mailed, by first class mail, or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) to each security dealer, commercial bank, trust company and other nominee that is a holder of Common Stock of record on the Record Date and that is a resident of the United States, (1) a form of letter that may be sent to their clients for whose accounts they hold shares of Common Stock registered in their name or the name of their nominee, (2) a Beneficial Owner Election Form, and (3) a Nominee Holder Certification, in addition to the mailing or delivery of the documents listed in paragraph (3)(c)(i) above. (iii) if requested by the Company, mail or cause to be mailed, by first class mail, or deliver to each hold...

Duties of Subscription Agent. (a) Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. (b) Promptly after Agent receives the Record Stockholders List, Agent shall: (i) mail or cause to be mailed, by first class mail, to each holder of Common Stock of record on the Record Date whose address of record is within the United States and Canada, (i) a subscription form with respect to the Rights to which such stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the Prospectus, (iii) a set of Instructions, (iv) Notice of Guaranteed Delivery, and (iv) a return envelope addressed to the Agent; and (ii) mail or cause to be mailed, by courier, to each holder of Common Stock of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Prospectus. Agent shall refrain from mailing Subscription Forms to any holder of Common Stock of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Subscription Forms for the account of such stockholder subject to such stockholder making satisfactory arrangements with the Agent for the exercise or other disposition of the Rights described therein, and follow the instructions of such stockholder for the exercise, sale or other disposition of such Rights if such instructions are received at or before 11:00 a.m., Eastern Time, on Monday, October 26, 2009. (c) Upon request, Agent shall mail or deliver a copy of the Prospectus (i) to each assignee or transferee of Rights upon receiving appropriate documents to register the assignment or transfer thereof and (ii) with shares of Additional Common Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form, or payment within three (3) business days of the Expiration Time if the Subscription is accompanied by a proper Notice of Guaranteed Delivery. (e) Agent shall accept Subscriptions, without further authorization or direction from the Compan...

Duties of Subscription Agent. As Subscription Agent, Continental is authorized and directed to perform the following: (a) Issue the Certificates in accordance with this Agreement in the names of the Record Holders or other nominees on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. The Certificates may be signed on behalf of the Subscription Agent by the manual or facsimile signature of a Vice President or Assistant Vice President of the Subscription Agent, or by the manual signature of any of its other authorized officers. (b) Promptly after Continental generates the Record Holders List, Continental shall: (i) mail or cause to be mailed, by first class mail, or deliver (which delivery may be done electronically through the facilities of the Depository Trust Company (“DTC”) or otherwise) to each Record Holder as of the Record Date whose address of record is within the United States and Canada, (i) a Certificate evidencing the Rights to which such Record Holder is entitled under the Rights Offering, (ii) a copy of the Prospectus, and (iii) a return envelope addressed to the Subscription Agent; (ii) mail or cause to be mailed, by first class mail, or deliver through Broadridge Financial Solutions, Inc., or other intermediary firms, a Prospectus and other ancillary documents to be distributed to beneficial holders of the Common Stock and/or the warrants; and (iii) mail or cause to be mailed, to each Record Holder as of the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Prospectus. Continental shall refrain from mailing Certificates issuable to any Record Holder as of the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Certificates for the account of such Record Holder subject to such Record Holder making satisfactory arrangements with the Subscription Agent for the exercise of the Rights evidenced thereby, and follow the instructions of such Record Holder for the exercise of such Rights if such instructions are received at or before 11:00 a.m., Eastern Time, at least three business days prior to the Expiration Time. (c) Mail or deliver (which delivery may be done electronically through the facilities of DTC or otherwise) a copy of the Prospectus with certificates for shares of Common Stock when such are issued to persons other than the r...