Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Bisys Group Inc), Rights Agreement (Bisys Group Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights including the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent designated for such purpose and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right (payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as set forth in the Rights Agreement) (the "Redemption Price") at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsVoting Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. USX CORPORATION _____________________________ By:By ___________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORKCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent By:L.L.C. By _____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________ hereby sells, assigns and transfers unto ____________________________________ ______________________________________________________________________ (Please print Print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________, Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, _____ ___________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Usx Corp), Rights Agreement (Usx Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Taylor Ann Stores Corp), Rights Agreement (Taylor Ann Stores Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof thereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of this Rights Certificate until the registered holder hereof shall have (i) completed and signed the certificate contained in the form of assignment on the reverse side of this Rights Certificate and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by this Certificate, or Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the date of public disclosure that an Acquiring Person has exceeded the triggering threshold, subject as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement, and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Claiborne Liz Inc), Rights Agreement (Claiborne Liz Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.01 per Right in cash or in shares of Common Stock at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem shall require the concurrence of a majority of the Continuing Directors, and only if . After the Continuing Directors constitute a majority expiration of the number of directors then in office) at a redemption price of $.0025 per Rightperiod, payable at the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof lieu.thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPOPTICAL COATING LABORATORY, INC. _________________________ By:_____________________ Name: Name: Title: Title: Secretary Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ CHASEMELLON SHAREHOLDER SERVICES L.L.C. By Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) 19 Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:: (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
Appears in 2 contracts
Samples: Rights Agreement (Optical Coating Laboratory Inc), Rights Agreement (Optical Coating Laboratory Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Special Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Special Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of special stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Special Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. hereby (other than fractions which are integral multiples of one No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Special Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________, ATTEST: X. XXXXXXXX, INC. _______, _____________ ATTEST: THE BISYS GROUP, INC. __By_______________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE NATIONAL CITY BANK OF NEW YORK, as Rights Agent By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 200__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Medarex Inc), Rights Agreement (Medarex Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number of shares of Common Stock which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time before the earlier of the Close of Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces such holder's beneficial ownership to 10% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, common the Company may elect to exchange the Rights evidenced by this Certificate in whole or in part for shares of the Company's Common Stock (or shares of preferred stock of the Company or other considerationequal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, subject to adjustment in certain events as provided in the Rights Agreementadjustment. No The Company is not required to issue fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:the
Appears in 2 contracts
Samples: Rights Agreement (Watkins Johnson Co), Rights Agreement (Watkins Johnson Co)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Notwithstanding the foregoing, the Rights generally may not be redeemed for ninety (90) days following a change in a majority of the Board of Directors of the Company as a result of a proxy contest. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged in whole or in part for shares of the Company's Common Stock (or shares of Preferred Stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementadjustment. No The Company is not required to issue fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depository receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned counter-signed by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of the ___ day of _________, 19__. SEQUUS PHARMACEUTICALS, INC. By: ______________________ Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: ______________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED______________________, _______ ATTEST: THE BISYS GROUP, INC. __________________________________ By:hereby sells, assigns and transfers unto________________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. DatedDate: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Securities Transfer Association, Inc. Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Sequus Pharmaceuticals Inc), Rights Agreement (Sequus Pharmaceuticals Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of One Cent ($.01) per Right at any time prior to the earlier of (i) the Stock Acquisition Date or time that any Person becomes an Acquiring Person and (ii) the close of business on Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples or one one-thousandths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ ____, _____ ATTEST: BROADBAND TECHNOLOGIES, INC. ______________________, _______ ATTESTBy: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE FIRST UNION NATIONAL BANK OF NEW YORK, as Rights Agent NORTH CAROLINA By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________: ________________________________ (Please print name of transferee) __________________________________________________Title: _____________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfer unto (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) --------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Broadband Technologies Inc /De/), Rights Agreement (Broadband Technologies Inc /De/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________ ___, _______ ATTEST: THE BISYS GROUPXXXXXXXXX COMPANY, INC. _________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORKXXXXX FARGO BANK, as Rights Agent N.A. By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) : FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:__________________,______ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeMedallion Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Donaldson Co Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____200__ ATTEST: THE BISYS GROUPSPORTS AUTHORITY, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By____________________________ Authorized Signature B-4 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto______________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________, 200__ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Unitrin Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEThe Rights evidenced by this Rights Certificate shall not be exercisable, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEand shall be void so long as held, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENTby a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. In certain circumstancesAs provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced hereby may entitle by this Rights Certificate are subject to modification and adjustment upon the registered holder thereof to purchase capital stock happening of an entity other than the Company or receive common stockcertain events, cash or other assets, all including Triggering Events as provided defined in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Units as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Continuing Directors shall have made a determination pursuant to Section 11(a)(ii)(D) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $.05 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by decision to redeem shall require the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and only if such reinstatement is approved by the Continuing Company's Board of Directors constitute (with the concurrence of a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights AgreementContinuing Directors). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one Unit, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:this
Appears in 1 contract
Samples: Rights Agreement (Stride Rite Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of Certifts entitling the holder to purchase a like tenor and date evidencing an aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPSPORTS AUTHORITY, INC. ______________________________ By: _______________________________ Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Signature - 48 - [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED _______________________________________ hereby sells, assigns and transfers unto______________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ____ __ Signature:_____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Reference is also made to the Rights Agreement for definitions of capitalized terms used and not defined herein. Copies of the Rights Agreement are on file at the principal office offices of the Company and are available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of (i) the Close of Business on the tenth Business Day following the Stock Acquisition Date (or if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), as such time period may be extended pursuant to the Rights Agreement, and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution Date (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided defined in the Rights Agreement). No If the Company so determines, no fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:BOISE CASCADE CORPORATION.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The foregoing notwithstanding, if adopted the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ____ ATTEST: PEERLESS SYSTEMS CORPORATION ____ ATTEST: THE BISYS GROUP, INC. ___________________________ By:_______________________________ Name: Name: Title: Title: Secretary Title Countersigned: THE NORWEST BANK OF NEW YORKMINNESOTA, as Rights Agent N.A. By:____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________ hereby sells, assigns and transfers unto ______________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:____________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Class [A][B] Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _______________________ , _______ ATTEST: THE BISYS GROUP, INCADVANTA CORP. _By:________________________ By:_______________________ Secretary Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKCHASEMELLON SHAREHOLDER SERVICES, as Rights Agent L.L.C. By:__________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] Signature FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED ___________________________________ hereby sells, assigns and transfers unto________________________________________________________________ ___________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Class [A][B] Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney, to transfer the within Class [A][B] Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ , ____ ____________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Advanta Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earlier of (i) the close of business on the tenth business day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) 5:00 P.M., Eastern time, on the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an Authorized Signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of __________________ ATTEST: XXXXX HEALTHCARE CORPORATION ---------------------------------- --------------------------------------- Secretary Title: Countersigned: THE BANK OF NEW YORK By Date: ----------------------------- -------------------------- Authorized Signatory B-4 [Form of Reverse Side of Rights Certificate) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ______________________, _______ ATTEST: THE BISYS GROUP, INC. ______________________________ By:hereby sells, assigns and transfers unto_____________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ----------------------- ------------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to notification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. Notwithstanding the foregoing, the Rights evidenced by this Rights Certificate may not be redeemed following a determination pursuant to Section 11(a)(ii)(B) of the Rights Agreement that any Person is an Adverse Person. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________August 25, _______ 1998 ATTEST: THE BISYS GROUP, INC. _________________________ ----------------------------- By:_____________________ Name: Name: ------------------------------------- Title: Title: ---------------------------------- Countersigned: THE BANK OF NEW YORK, as Rights Agent ---------------------- By:_____________________ : --------------------------------- Authorized Signatory [Signature A-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for Common Shares, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of , ATTEST: REGENERON PHARMACEUTICALS, INC. ____________________ By___, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent CHASEMELLON SHAREHOLDER SERVICES L.L.C. By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 19__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight or may be exchanged, payable at in whole or in part, for shares of the Company's option in cashCommon Stock, common or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided 51 in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. INSTINET GROUP INCORPORATED By -------------------------------- ------------------------------------ Secretary Title: Countersigned: MELLON INVESTOR SERVICES LLC By -------------------------------- Authorized Signature 52 [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:______________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Series C Preferred Stock or other securities, that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Series C Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Series C Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a share of Series C Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will shall be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Series C Preferred Stock or of any other securities which of the company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Corecomm LTD /De/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged in whole or in part for shares of the Company's Common Stock (or shares of Preferred Stock of the Company equal in market value to one share of Common Stock) at an exchange ratio of one share of Common Stock per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementadjustment. No The Company is not required to issue fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _20______ ATTEST: THE BISYS GROUPGARDNER DENVER, INC. _________________________ By:_____________________ Name: Name: Title: ------------------------------ ------------------------------ Secretary Title: Countersigned: THE NATIONAL CITY BANK OF NEW YORK, as Rights Agent By: ------------------------------ Title:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which are integral multiples of one two-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: ORION CAPITAL CORPORATION By Secretary Title: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By:_____________________ YORK By Authorized Signatory Signature 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. ----------------- Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights including the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent designated for such purpose and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right (payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as set forth in the Rights Agreement) (the "Redemption Price") at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsVoting Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________________, _____, _ ATTEST: UNITED STATES STEEL CORPORATION _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:______________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent _______________________________ By:_____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby RECEIVED________________________________________hereby sells, assigns and transfers unto unto______________________________________________________________ ________________________________________________________________________________ (Please print Print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint , Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:_________, ____________________________________________ ___________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. DatedSignature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Usx Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Special Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Special Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of special stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Special Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Special Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Special Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of , ATTEST: A. SCHULMAN, INC. ______________________, _______ ATTEST: THE BISYS GROUP, INC. __Xx_______________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE SOCIETY NATIONAL BANK OF NEW YORK, as Rights Agent By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 19__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Schulman a Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____19[20]__ ATTEST: THE BISYS GROUPSPORTS AUTHORITY, INC. _________________________ By:_____________________ Name: Name: Title: ------------------------------ By Secretary --------------------------------- Title: Countersigned: THE FIRST UNION NATIONAL BANK OF NEW YORK, as Rights Agent By:_____________________ By ---------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ___19[20]__ Signature---------------------------- Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option in cash, common stock Final Expiration Date. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. For 180 days following a change in control of the Board of Directors of the Company, that has not been approved by the Board of Directors, occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ __, _____ ATTEST: HARTMARX CORPORATION ____________________ By______________________, _______ ATTESTSecretary Title: THE BISYS GROUP, INC. Countersigned: First Chicago Trust Company of New York By_________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________________________ hereby sells, assigns and transfers transfer unto ___________________________________ ___________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 19__ ________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Hartmarx Corp/De)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of One Cent ($.01) per Right at any time prior to the earlier of (i) the Stock Acquisition Date or time that any Person becomes an Acquiring Person and (ii) the close of business on Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples or one one-thousandths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________ ____, _____ ATTEST: BROADBAND TECHNOLOGIES, INC. ______________________, _______ ATTESTBy: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE FIRST UNION NATIONAL BANK OF NEW YORK, as Rights Agent NORTH CAROLINA By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________: ________________________________ (Please print name of transferee) __________________________________________________Title: _____________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfer unto (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ----------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, Landlord agrees to provide Tenant with access to the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all Expansion Premises immediately following Landlord's regaining possession of the termsExpansion Premises from the existing tenant in order for Tenant to perform the Tenant's Expansion Premises Work; provided that no such entry by Tenant shall cause a Tenant Delay, provisions and conditions further provided that, to the extent of any conflict between Landlord's contractors and Tenant or any contractor of Tenant, Landlord's contractor shall have priority except with respect to the office portion of the Rights AgreementExpansion Premises for which Landlord's contractor will have priority only for the three week period following the later of April 1, 1998 or the date upon which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description Landlord regains legal possession of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available Expansion Premises from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercisedexisting tenant. Subject to the provisions foregoing sentence, Landlord and Tenant agree to cooperate with the other and direct their contractors to cooperate in order to facilitate the completion of the Rights Agreement, at any time Expansion Premises Work in a timely and efficient manner. Landlord agrees to provide Tenant with the Occupancy Notice not less than fifteen (15) days and not more than thirty (30) days prior to the earlier of (i) date on which the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may Landlord Expansion Premises Work is scheduled to be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of Substantially Complete. Landlord and Tenant shall conduct a majority walk-through of the Continuing Directors, Expansion Premises and only if inspect the Continuing Directors constitute Expansion Premises and the Landlord's Expansion Premises Work prior to the Expansion Premises Commencement Date and prepare a majority punch list of items that require finishing or correction. Landlord shall have access to the Project after the Expansion Premises Completion Date and shall use all commercially reasonable efforts to complete any punch list items. Upon completion of the number of directors then in officeExpansion Premises Work, Landlord agrees to assign (to the extent assignable) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock to Tenant any warranties covering those portions of the Company or other consideration, subject Expansion Premises Work which Tenant is obligated to adjustment in certain events as provided in maintain pursuant to the Rights Agreementterms of the Lease. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled Landlord agrees to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any provide Tenant with updates from time be issuable to time on the exercise hereof, nor shall anything contained in progress of Landlord's Expansion Premises Work upon Tenant's request and Landlord and Tenant will schedule weekly progress meetings to discuss the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any progress of the rights of a stockholder of the Company or any right Expansion Premises Work and to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:coordinate scheduling issues.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. The aggregate redemption price otherwise payable to a beneficial holder of Rights shall be rounded to the nearest $0.01, provided, however, if such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. For 180 days following a change in control of the Board of Directors of the Company, at its optionthat has not been approved by the Board of Directors, by resolution occurring within six months of announcement of an unsolicited third party acquisition or business combination proposal or of a third party's intent or proposal otherwise to become an Acquiring Person, the new directors are entitled to redeem the rights (which resolution shallassuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if adopted they have followed certain prescribed procedures or (2) if such procedures are not followed, and if their decision regarding redemption and any acquisition or business combination is challenged as a breach of fiduciary duty of care or loyalty, the directors (solely for purposes of the effectiveness of the redemption decision) are able to establish the entire fairness of the redemption or transaction. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns Company and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:its corporate seal.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the 3 100 Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Stock 4 101 Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Lendingtree Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless there shall be an Adverse Person) be redeemed by the Company at its option at a redemption price of $.Ol per Right at any time prior to the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement), (ii) the date the Rights expire pursuant to Section 13(d) of the Rights Agreement and (iii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (unless the Company determines, in its discretion, to issue fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, hereof nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder stockholders of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, ______ 19__ ATTEST: THE BISYS ASSOCIATED GROUP, INC. __________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________ [Name] [Name] [Title] [Title] Countersigned: [Rights Agent] By_____________________________ Authorized Signature [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FORVALUE RECEIVED_____________________________________________________ (Please print name of transferee) _________________________________________________hereby sells, assigns and transfers unto______________________________ -------------------------------------------------------------------------- (Please print name and address of transferee) this Rights evidenced by -------------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) -------------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No If the Company so determines, fractional shares of Company Common Preferred Stock will not be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ Dated: -------------- ATTEST: THE BISYS GROUPChattem, INC. _________________________ By:_____________________ Name: Name: Title: Inc. By -------------------------------- ----------------------- Secretary Title: Countersigned: THE BANK OF NEW YORKSunTrust Bank, Atlanta, as Rights Agent By:_____________________ By ------------------------------------- Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Samples: Rights Agreement (Chattem Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The foregoing notwithstanding, if adopted the Rights generally may not be redeemed for one hundred eighty (180)days following a change in a majority of the Board as a result of a proxy contest. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Russell Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:---------- --- -----
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preference Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preference Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective exchanged, in whole or in part, for shares of the Common Stock, or shares of preference stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only with enable holders to receive the approval of shares issuable upon such exchange. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Continuing Directors, and only if the Continuing Directors constitute Board as a majority result of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementproxy contest. No fractional shares of Company Common Preference Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preference Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________________, _____ ATTEST: BETHLEHEM STEEL CORPORATION ____________________ ATTEST: THE BISYS GROUP, INC. By ___________________________ By:Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By _____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________________________ ______________ hereby sells, assigns and transfers unto ___________________ ___________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of within-named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: __________________, ___ _____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Amended Rights Agreement, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Amended Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Amended Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Amended Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Amended Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Amended Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Amended Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Amended Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Amended Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Amended Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Amended Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ 199 . ATTEST: THE BISYS GROUP, INC. __XXXXXX TIRE & RUBBER COMPANY By _______________________ By:By ___________________________________ Name: Name: Title: Title: Countersigned: THE FIFTH THIRD BANK OF NEW YORK, as Rights Agent By:By _______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned ____________________________________________ hereby sells, assigns and transfers unto unto______________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:________________________ __, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, ____199_ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatSignature Guaranteed:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the occurrence of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for B-2 another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth (10th) Business Day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. B-3 WITNESS the facsimile signature of the a proper officers officer of the Company. Dated as of ___________________ ____, ____20___ ATTEST: THE BISYS GROUPX. X. XXXXXX COMPANY, INC. _________________________ By:_____________________ Name: By Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEThe Rights evidenced by this Rights Certificate shall not be exercisable, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEand shall be void so long as held, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancesby a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company in such jurisdiction shall not have been obtained or receive common stock, cash or other assets, all as be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one-one thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.005 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date, be effective only with and (ii) the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events Final Expiration Date (as provided defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of Common Stock) per Right (subject to adjustment). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one-one thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _____________,_______ XM SATELLITE RADIO HOLDINGS INC. By:_________, _________________ ATTEST: THE BISYS GROUP, INC. Name:________________________ Title:_______________________ By:__________________________ Name: Name: :________________________ Title: Title: :_______________________ Countersigned: THE BANK OF NEW YORKDated as of _____________,_______ EQUISERVE TRUST COMPANY, N.A. as Rights Agent By:______________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________ (Please print name and address of transferee) __________________________________ ________________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: :____________________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one three-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to such time as any Person becomes an Acquiring Person. In addition, by resolution (which resolution shall, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one three-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPXXXXX & XxXXXXXX COMPANIES, INC. _________________________ By:_____________________ ------------------------------ By --------------------------------- Name: Name: Title: Title: Countersigned: THE BANK XXXXXX TRUST COMPANY OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory YORK By -------------------------- Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________RECEIVED _________________________________________________ (Please print name of transferee) __________________________________________________hereby sells, assigns and transfers unto _____________________________ ---------------------------------------------------------------------- (Please print name and address of transferee) this Rights evidenced by ---------------------------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEThe Rights evidenced by this Rights Certificate shall not be exercisable, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEand shall be void so long as held, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancesby a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company in such jurisdiction shall not have been obtained or receive common stock, cash or other assets, all as be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.005 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date, be effective only with and (ii) the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events Final Expiration Date (as provided defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company’s right of redemption may be reinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company’s Board of Directors. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock (or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of Common Stock) per Right (subject to adjustment). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of _________, _____ ARBITRON INC. By:_____________, ______________ ATTEST: THE BISYS GROUP, INC. Name:_________________________ Title:__________________________ By:___________________________ Name: Name: :_________________________ Title: Title: :__________________________ Countersigned: Dated as of________________, _____ THE BANK OF NEW YORK, as Rights Agent rights agent By:____________________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________________________________________________ hereby sells, assigns and transfers unto ______________________________________________________________________ ______________________________________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________:____________, ____ __ Signature:____________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Arbitron Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the Expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. In addition, common stock the Company may redeem the Rights after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company or other consideration, subject to adjustment in certain events which the Board of Directors of the Company (as provided defined in the Rights Agreement) determines is in the best interest of stockholders. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events as provided in close of business on (i) the Rights Agreementtenth day following the Stock Acquisition Date and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, XXXXXX GROUP INC. -------------------- By_________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Continental Stock Transfer & Trust Company By ------------------------ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________________ hereby sells, assigns and transfers unto _______________________ _________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ------------------------------ Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Hoenig Group Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preference Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preference Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended for up to a year pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem or extend the period for redemption shall require the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preference Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredth of a share of Preference Stock which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, 1996 ATTEST: ENSERCH CORPORATION ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:______________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK XXXXXX TRUST COMPANY OF NEW YORK, as Rights Agent YORK By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________________ hereby sells, assigns and transfers unto _______________________ _________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, 19__ _________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Enserch Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. The Rights evidenced by this Rights Certificate may be transferred, in whole or in part, upon surrender of this Rights Certificate at the principal office of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to on or before the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the . The Company or other consideration, subject is not obligated to adjustment in certain events as provided in the Rights Agreement. No issue fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPTOYS "R" US, INC. ____________________________ By:: ____________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent AMERICAN STOCK TRANSFER & TRUST COMPANY By:: ____________________________ Authorized Signatory [Signature (Form of Reverse Side of Rights Certificate] ) FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ____________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________:____________, ____ __ Signature:______________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _______________________ CERTIFICATE The undersigned hereby certifies Signatures must be guaranteed by checking an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the appropriate boxes that:Securities Exchange Act of 1934.
Appears in 1 contract
Samples: Rights Agreement (Toys R Us Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ Dated: ATTEST: THE BISYS GROUPMOTORCAR PARTS & ACCESSORIES, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________ By________________________________ (Please print name of transferee) ____________________________________________________Assistant Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By___________________________ Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfer unto (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 19__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Motorcar Parts & Accessories Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, Right payable at the election of the Company's option , in cash, common stock Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the Company close of business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended or other consideration, subject shortened pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____19__ ATTEST: THE BISYS GROUPWOLVERINE WORLD WIDE, INC. _____________________________ By:_________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as [Name of the Rights Agent Agent] By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ , 19__ ______, _____ Signature:_________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, ____ MIDAMERICAN ENERGY HOLDINGS COMPANY By ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________________________________ hereby sells, assigns and transfers unto ___________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Please print name name, address and social security number or other identifying number of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated as of _________, ____ ___________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Midamerican Energy Holdings Co /New/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one- thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC(fill in blank). _________________________ By:_____________________ Name: Name: Title: WM. WRIGLEY JR. COMPANY By (signature line) Title: Countersigned: THE BANK OF NEW YORKEQUISERVE, as Rights Agent By:_____________________ L.P. By (signature line) Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED (fill in blank) hereby sells, assigns and transfers unto _______________________________________________________________________________ (fill in blank) (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________(fill in blank) Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificatefill in blank) Signature GuaranteeGuaranteed: _________________ CERTIFICATE (fill in blank) Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The aggregate redemption price otherwise payable to a beneficial holder of Rights shall be rounded to the nearest $0.01, provided, however, if adopted such aggregate redemption price is less than $0.01, such holder will be entitled to receive $0.01 upon the redemption of such Rights. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:,
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .0001 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. B-2 No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________January __, _______ ATTEST1996 Attest: THE BISYS GROUP, INC. ____LORAL CORPORATION By:_____________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_________________________ Authorized Signatory [Representative Date of Countersignature:_________ B-3 Form of Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________ hereby sells, assigns and transfers unto ____________________ ____________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________________ __, 199_ _____ Signature:________________________ Signature Signature Guaranteed: Signature must be guaranteed by a commercial bank or trust company, broker, dealer, or other eligible institution which is a member in good standing of a medallion guaranty program approved by the Securities Transfer Association, Inc. Form of Reverse Side of Rights Certificate (Sign exactly as your name appears on the other side of this Rights Certificatecontinued) Signature Guarantee: _________________ CERTIFICATE CERTIFICATION ------------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Loral Corp /Ny/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one eight-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of (i) the Stock Acquisition Date or such time as any Person becomes an Acquiring Person, and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one eight-hundredths of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ______200_ ATTEST: THE BISYS GROUPBECTON, INC. _________________________ By:_____________________ Name: Name: Title: TitleDICKINSON AND COMPANY By Secretary Xxxxx: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent By:_____________________ YORK By Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. The foregoing notwithstanding, if adopted the Rights generally may not be redeemed for one hundred eighty (180)days following a change in a majority of the Board as a result of a proxy contest. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Russell Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, . VEECO INSTRUMENTS INC. _________________________ By:_____________________ By ------------------------------ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ AMERICAN STOCK TRANSFER AND TRUST COMPANY By ---------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredths of a share of Preferred Stock to the extent permitted by Connecticut law, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:------------------
Appears in 1 contract
Samples: Rights Agreement (Stanley Works)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Common Shares that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Common Shares as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the fifteenth day following the Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding Common Shares in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of Company Common Stock or of any other securities which Shares that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Secretary KANEB SERVICES LLC By //s// Howard C. Wadsworth Vice President Countersigned: THE BANK OF NEW YORKCHASE MXXXXXXXX XXXX, XXXXONAL ASSOCIATION, as Rights Agent By:_____________________ By //s// Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________RECEIVED __________________________ hereby sells, assigns and transfers unto (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________:_______________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $.02 per Right at any time prior to the earlier of the close of business on (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted tenth business day following the Stock Acquisition Date, Date (as such time period may be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) June 10, 1998. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS GROUP, TENNECO INC. ____________________________ By:____________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent YORK By:___________________________ Authorized Signatory Signature -4- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ____________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _________________________________________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatSignature Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (New Tenneco Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights may be effective exchanged, in whole or in part, for shares of the Common Stock or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only with enable holders to receive the approval shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Continuing Directors, and only if . After the Continuing Directors constitute a majority expiration of the number of directors then in office) at a redemption price of $.0025 per Rightperiod, payable at the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to twenty percent (20%) or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one- hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, Right payable at the election of the Company's option , in cash, common stock Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the Company close of business on (i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended or other consideration, subject shortened pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS DAKOTA TELECOMMUNICATIONS GROUP, INC. ________________________________ By:By ________________________________ Name: Name: Title: Title: Countersigned: THE NORWEST BANK OF NEW YORKMINNESOTA, as Rights Agent N.A. By:______________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: __________________ , 19__ ______, _____ Signature:_________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Dakota Telecommunications Group Delaware Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one ten-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsClass B Common Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common Class A Common Stock or preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ McDATA CORPORATION By -------------------------------- Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ YORK By ----------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________________________ hereby sells, assigns and transfers unto unto______________________________________ ______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:_________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (McData Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the twentieth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights may be effective exchanged, in whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only with enable holders to receive the approval shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events (as provided such term is defined in the Rights Agreement). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPTRANSCISCO INDUSTRIES, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the Close of Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the Expiration of the redemption period, the Company's option right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in casha transaction or series of transactions not involving the Company. In addition, common stock the Company may redeem the Right's after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Company or reorganization or restructuring of the Company or other consideration, subject to adjustment in certain events as provided which the majority of the Board of Directors concurs is in the Rights Agreementbest interest of shareholders. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory effective for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ . ATTEST: THE BISYS GROUPIMMUCOR, INC. ____________________________ By:: _______________________ Name: Name: Title: Title: Secretary Title Countersigned: THE BANK OF NEW YORK, as Rights Agent RIGHTS AGENT By:_____________________ : Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature. Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, ____ Attest: CYBER DIALOGUE INC. By: ____ ATTEST: THE BISYS GROUP, INC. _________________________ By:: ________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as [Name of Rights Agent Agent] By:: ___________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature---------------------------- Signature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, the Rights may be effective exchanged, in whole or in part, for shares of the Common Stock or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only with enable holders to receive the approval shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a majority of the Continuing Directors, and only if . After the Continuing Directors constitute a majority expiration of the number of directors then in office) at a redemption price of $.0025 per Rightperiod, payable at the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to fifteen percent (15%) or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Dt Industries Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ____________________ ___, _______ ATTEST: THE BISYS GROUPHEALTH NET, INC. _________________________ By:_____________________ Name: Name: Title: -------------------- ----------------------- Secretary Title: Countersigned: THE BANK OF NEW YORKWELLS FARGO BANK, as Rights Agent N.A. By:_____________________ Authorized Signatory : -------------------------- Autxxxxxed Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name of transferee) ________________________________________________________________________________ (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ------------------------------ Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatSignature Medallion Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (Health Net Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEThe Rights evidenced by this Rights Certificate shall not be exercisable, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEand shall be void so long as held, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancesby a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company in such jurisdiction shall not have been obtained or receive common stock, cash or other assets, all as be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Units as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Continuing Directors shall have made a determination pursuant to Section ll(a)(iii)(c) of the Rights Agreement that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $.05 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by decision to redeem shall require the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and only if such reinstatement is approved by the Continuing Company's Board of Directors constitute (with the concurrence of a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights AgreementContinuing Directors). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one Unit, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS GROUP, INC. HOUGHTON MIFFLIN COMPANY __________________________ By:By ___________________________ Name: Name: Title: Secretary Title: Countersigned: THE FIRST NATIONAL BANK OF NEW YORKBOSTON, as Rights Agent By:By _______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ ---------------------------------------------------- (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by ---------------------------------------------------- this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________ , 19__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date. In addition, payable at the Company's option Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate, and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________ ___, _______ ATTEST: THE BISYS GROUP, INC. TOKHEIM CORPORATION __________________________ By:___________________________ Secretary Name: Name: Title: Title: Countersigned: THE XXXXXX TRUST AND SAVINGS BANK OF NEW YORK, as Rights Agent YORK By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned ______________________________________________________________ hereby sells, assigns and transfers unto unto________________________________________ ________________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:___________________ ____, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Tokheim Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Tax Benefits Plan, the Class A Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Rights AgreementTax Benefits Plan. This Class A Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class A Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class A Rights Certificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Rights Agreement Tax Benefits Plan are on file at the principal office of the Company Rights Agent designated for such purpose and are available from the Company Rights Agent upon written request. This Class A Rights Certificate, with or without other Class A Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Class A Rights Certificate or Class A Rights Certificates of like tenor and date evidencing an aggregate number of Class A Rights equal to the aggregate number of Class A Rights evidenced by the Class A Rights Certificate or Class A Rights Certificates surrendered. If this Class A Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Class A Rights Certificate or Class A Rights Certificates for the number of whole Class A Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Plan, the Class A Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per RightClass A Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), payable at any time prior to the earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date. In addition, subject to the provisions of the Tax Benefits Plan, at the option of the Company's option , the Class A Rights may be exchanged, in cashwhole or in part, common stock for Units of Series A Preferred or shares of the Class A Common Stock of the Company or other consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Class A Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Stock Series A Preferred will be issued upon the exercise of any Class A Right or Class A Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Series A Preferred, which may, at the election of the Company be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights AgreementTax Benefits Plan. No holder of this Class A Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Series A Preferred or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Class A Rights evidenced by this Class A Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class A Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTESTICO Global Communications (Holdings) Limited Countersigned: THE BISYS GROUP, INC. _________________________ By:_____________________ : Mellon Investor Services LLC Name: as Rights Agent Title: By: By: Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. unto: Dated: _______________________, _____ SignatureSignature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Tax Benefits Preservation Plan
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the fifteenth day following the Stock Acquisition Date (as such time period may be extended for up to a year pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, be effective only with the approval decision to redeem or extend the period for redemption shall require the concurrence of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders af fecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _ _______ , 1996 ATTEST: THE BISYS GROUPLONE STAR ENERGY PLANT OPERATIONS, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________ By_____________________________________ (Please print name of transferee) __________________________________________________Secretary Title: Countersigned: XXXXXX TRUST COMPANY OF NEW YORK By_____________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:____________________, 19____ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Lone Star Energy Plant Operations Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEAs provided in the Tax Benefits Preservation Plan, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEthe Purchase Price and the number and kind of shares of Preferred Stock or other securities, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, which may be purchased upon the exercise of the Rights evidenced hereby may entitle by this Rights Certificate are subject to modification and adjustment upon the registered holder thereof to purchase capital stock happening of an entity other than the Company or receive common stockcertain events, cash or other assets, all as provided in the Rights Agreementincluding Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Tax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration DateTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $0.001 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights that are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Tax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights Agreementbe exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Preservation Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _________ __, ______ ATTEST: DRIVE SHACK INC. By Secretary Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By FOR VALUE RECEIVED ______________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:hereby sells, assigns and transfers unto _______________________________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. DatedSignature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject Close of Business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVEThe Rights evidenced by this Rights Certificate shall not be exercisable, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVEand shall be void so long as held, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancesby a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company in such jurisdiction shall not have been obtained or receive common stock, cash or other assets, all as be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one-tenths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (which resolution shall, if adopted i) the tenth day following the Stock Acquisition DateDate (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), be effective only with and (ii) the approval Final Expiration Date (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and only if such reinstatement is approved by the Continuing Company's Board of Directors constitute (with the concurrence of a majority of the number Continuing Directors). At any time after a person becomes an Acquiring Person, the Board of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or other considerationin part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment in certain events as provided in the Rights Agreementadjustment). No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one-tenth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ____________________ ___, _______ ATTEST: THE BISYS GROUP, INC. FIRST COASTAL CORPORATION _____________________________ By:________________________________ Name: Name: :________________________ Title: Title: :_______________________ Countersigned: THE BANK OF NEW YORK, as Rights Agent _______________________ _______________________ By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ___________________________________________________________ hereby sells, assigns and transfers unto _____________________________________ ______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: :_________________________, ______ Signature:_________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancesaddition, the Rights evidenced hereby may entitle by this Rights Certificate shall not be exercisable, and 73 shall be void so long as held, by a holder in any jurisdiction where the registered holder thereof requisite qualification to purchase capital stock the issuance to such holder, or the exercise by such holder, of an entity other than the Company Rights in such jurisdiction shall not have been obtained or receive common stock, cash or other assets, all as obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference hereof. Reference is hereby made to the Rights Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the this Rights Certificate or Rights Certificates surrenderedshall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval close of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable business on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:tenth business day
Appears in 1 contract
Samples: Rights Agreement (LSB Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date (as such term is term is defined in the Rights Agreement). In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTESTRAMTRON INTERNATIONAL CORPORATION By: THE BISYS GROUP, INC. _________________________ By:_____________________ ------------------------ Name: Name: ---------------------- Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of --------------------- Reverse Side of Rights Certificate] Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.)
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution option (which resolution shall, if adopted following unless the Stock Acquisition Date, be effective only with the approval of Board shall have made a majority of the Continuing Directors, and only if the Continuing Directors constitute determination that a majority of the number of directors then in officePerson is an Adverse Person) at a redemption price of $.0025 0.001 per RightRight at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Renewed Rights Agreement (LSB Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .05 per Right, payable payable, at the election of the Company, (A-2) 42 in cash, shares of Common Stock, or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement), and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option in cash, common stock right of redemption may be reinstated if each Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding shares of Common Stock in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give give, consent to or withhold consent to from any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC19 . _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:------------------,---- -----
Appears in 1 contract
Samples: Rights Agreement (Twin Disc Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to the aggregate number one one-thousandths of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number a share of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, 199_______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Berkley W R Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the manual or facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP_. APEX MORTGAGE CAPITAL, INC. By:_______________________________ Xxxxxx X. Xxxxxx President and Chief Executive Officer Attest: By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________ Xxxxxxx X. Xxxxxx Secretary [SEAL] Countersigned: THE BANK OF NEW YORK By:__________________________________ Authorized Signature [Form of Reverse Side of Rights Certificate] ------------------------------------------------------------------------------- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- -------------------------------------- ------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ------------------------------------------------------------------------------- Attorney to transfer the within Rights Certificate on the books of the within-named Company with full power of substitution. Dated: ________________________________ _____________________________________ (Please print name of transfereeSIGNATURE) _______________________________________________________________________________ (Please print address of transfereePRINT NAME) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Signature Guaranteed: ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:SIGNATURE)
Appears in 1 contract
Samples: Shareholder Rights Agreement (Apex Mortgage Capital Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. The Rights evidenced by this Rights Certificate may be transferred, in whole or in part, upon surrender of this Rights Certificate at the principal office or offices of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to on or before the earlier of the close of business on (i) the tenth business day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. ATTEST: MARKETSPAN CORPORATION -------------------------- By Secretary -------------------------------- Title Countersigned: THE BANK OF NEW YORK, as Rights Agent By --------------------------------- Authorized Signatory Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _______________________________ hereby sells, assigns and transfers unto ____________________________________ _________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_______ attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________:______________, _____ Signature:________________________ ------------------------------ Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Rights Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Sign exactly "STAMP") or such other "signature guarantee program" as your name appears on may be determined by the other side Rights Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE 1934, as amended. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Marketspan Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to shares of Common Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. The Rights evidenced by this Rights Certificate may be transferred, in whole or in part, upon surrender of this Rights Certificate at the principal office of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 per Right at any time prior to on or before the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights evidenced by this Certificate generally may not be redeemed by the Company, at its option, by resolution for one hundred and twenty (which resolution shall, if adopted 120) days following the Stock Acquisition Date, be effective only with the approval of a change in a majority of the Continuing Directors, and only if the Continuing Directors constitute Board as a majority result of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the proxy contest. The Company or other consideration, subject is not obligated to adjustment in certain events as provided in the Rights Agreement. No issue fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPTOYS "R" US, INC. ______________________________ By:By _____________________________ Name: Name: Title: Title: Secretary Title Countersigned: THE BANK OF NEW YORK, as Rights Agent By:AMERICAN STOCK TRANSFER & TRUST COMPANY By __________________________ Authorized Signatory [Signature {Form of Reverse Side of Rights Certificate] } FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED _________________________ hereby sells, assigns and transfers unto ___________________________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated:________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_____ ____________________________________ Signature Signature Guaranteed: _______________________, _____ Signature:________________________ Signatures must be guaranteed by an eligible guarantor institution (Sign exactly as your name appears on a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the other side Securities Exchange Act of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE 1934. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Toys R Us Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, acting by resolution of its Board of Directors (which resolution shall, if adopted following the Stock Acquisition Date, shall be effective only with the approval of if it is approved by a majority of the Continuing Directors, and only if as such term is defined in the Continuing Directors constitute a majority of the number of directors then in officeRights Agreement) at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or other considerationeconomic rights as such shares. Immediately upon the action of the Board of Directors of the Company, subject to adjustment in certain events acting by resolution (which resolution shall be effective only if it is approved by a majority of the Continuing Directors, as provided such term is defined in the Rights Agreement), authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _______________, ____ NEW FRONTIER MEDIA, INC. By: _______, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:Name: ________________________________ Name: Name: Title: Title: ________________________________ Countersigned: THE BANK OF NEW YORK, as Rights Agent By:CORPORATE STOCK TRANSFER ___________________________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _______________________ _______________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. DatedSignature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Common Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including a Trigger Event. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office executive offices of the Company and the above mentioned office of the Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Common Shares as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price of $0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth (10th) day following the Stock Acquisition Date or (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the . The Company or other consideration, subject is not required to adjustment in certain events as provided in the Rights Agreement. No issue fractional shares of Company Common Stock will be issued Shares upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Shares or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany seal. Dated as of of: , ATTEST: PHOSPHATE HOLDINGS, INC. By: Secretary Title Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By: FOR VALUE RECEIVED ______________________, _______ ATTEST: THE BISYS GROUP, INC. _______________________________________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Right Certificate, together with all right, title and interest thereinherein, 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. Date: , to transfer said Rights on the books of the within-named Company. DatedSignature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company's option in cash, common stock . Immediately upon the action of the Board of Directors of the Company or other considerationauthorizing redemption, subject to adjustment in certain events as provided in the Rights Agreementwill terminate and the only right of the holders of Rights will be to receive the redemption price. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS VESTA INSURANCE GROUP, INC. ______________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Secretary Name: Title: Countersigned: [RIGHTS AGENT] By: Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ________________________________________ hereby sells, assigns and transfers unto _______________________________________________ __________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, ____ _____________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated_ Signature Signature Guaranteed: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed following the occurrence of a Section 11(a)(ii) Event by exchanging shares of Common Stock (or equivalent units of Preferred Stock) for all or part of the outstanding Rights at a ratio of one to one. Upon exercise of the exchange feature, Rights held by all shareholders would be exchanged, other than those held by an Acquiring Person which in accordance with the terms of the Rights Agreement shall become null and void. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its optionoption at a redemption price of $0.01 per Right at any time prior to the earlier of the Close of Business on (i) the tenth Business Day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), by resolution and (which resolution shallii) the Final Expiration Date. In addition, if adopted under certain circumstances following the Stock Acquisition Date, the Rights may be effective only with the approval of a majority exchanged, in whole or in part, for shares of the Continuing DirectorsCommon Stock, and only if the Continuing Directors constitute a majority or shares of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No If the Company so determines, fractional shares of Company Common Preferred Stock will not be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ ByDated:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Shares or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one two-hundredths of a Preferred Share as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 US$.01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one two-hundredths of a Preferred Share to the extent permitted by Bermuda law, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPXXXXXXX WORKS, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:LTD.
Appears in 1 contract
Samples: Rights Agreement (Stanley Works LTD)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.001 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other considerationclose of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), subject to adjustment in certain events and (ii) the Final Expiration Date (as provided such term is defined in the Rights Agreement). At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment). Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby, other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of Dated: ATTEST: BENTLEY PHARMACEUTICALS, INC. ____________________ By___, _______ ATTEST: THE BISYS GROUP, INC. _________________________ BySecretary Name:________________________ Name: Name: Title: Title: :_________________________ Countersigned: THE BANK OF NEW YORK, as Rights Agent AMERICAN STOCK TRANSFER AND TRUST COMPANY By:______________________ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ , hereby sells, assigns and transfer unto -------------------------------------------------------------------------------- (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ as its attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) --------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. FINANCIAL SERVICES ACQUISITION CORPORATION By_________________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Continental Stock Transfer & Trust Company By Authorized Signatory Officer -------- * The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitutionAttorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Financial Services Acquisition Corp /De/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Preferred Shares or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Share Fractions as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .00512 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject to adjustment in certain events Close of Business (as provided such term is defined in the Rights Agreement) on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of a Preferred Share, which may, as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock Preferred Shares or of any other securities which of the Company (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _____19__ ATTEST: THE BISYS GROUPATTEST AQUA AMERICA, INC. _________________________ By:_____________________ Name: Name: By --------------------------------- -------------------------------- Secretary Title: Title: Countersigned: THE BANK OF NEW YORKCountersigned EQUISERVE TRUST COMPANY, as Rights Agent By:_____________________ N.A. By ----------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED ________________________________________ hereby sells, assigns and transfers unto_____________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________________, ___20 __ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) --------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Aqua America Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preference Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, rights obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preference Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable Right at any time prior to the Company's option in cash, common stock earlier of the Company or other consideration, subject close of business on (i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment in certain events as provided in the Rights Agreement) and (ii) the Final Expiration Date. The foregoing notwithstanding, the Rights generally may not be redeemed for one hundred eighty (180) days following a change in a majority of the Board as a result of a proxy contest. No fractional shares of Company Common Preference Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than, except that the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preference Stock be issued, fractions which are integral multiples of one one-hundredth of a share of Preference Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preference Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUPSOUTHEASTERN MICHIGAN GAS ENTERPRISES, INC. _____________________________ By______________________________ Secretary Title:__________________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:____________________________________ Authorized Signatory Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED _____________________________________ _______hereby sells, assigns and transfers to________________ _____________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer this Rights Certificate on the books of the Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: :__________________ ______, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: ________________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes thatSignature Signature Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (Southeastern Michigan Gas Enterprises Inc)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Corporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Corporation at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .05 per Right, payable payable, at the Company's option in cash, common stock election of the Company Corporation, in cash or other considerationshares of Common Stock, subject at any time prior to adjustment in certain events the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as provided in such time period may be extended or shortened pursuant to the Rights Agreement), (ii) the tenth day following the date any person or group first becomes a Triggering 5% Stockholder (as such time period may be extended or shortened pursuant to the Rights Agreement), or (iii) the Final Expiration Date. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company Corporation or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCorporation and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. ____BALLY ENTERTAINMENT CORPORATION _____________________ By:________________________ Secretary Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKCHEMICAL BANK, as Rights Agent N.A. By:_____________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned _____________________________________________________________ hereby sells, assigns and transfers unto unto_______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named CompanyCorporation, with full power of substitution. Dated: :________ ________________, ___19__ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: ______Certificate ___________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number of one one-hundredths of a Preferred Share which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions provision and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office executive offices of the Company and are available from the Company upon written requestprincipal office or offices of the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Preferred Shares as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate (i) may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) Company at a redemption price of $.0025 .01 per Right, payable at Right or (ii) may be exchanged in whole or in part for Preferred Shares or shares of the Company's option in cashCommon Stock, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreementpar value $1 per share. No fractional shares of Company Common Stock Preferred Shares will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are one one-hundredth or integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ___________, 19___________, _______ . [SEAL] ATTEST: THE BISYS GROUP, INC. GLEASON CORPORATION _________________________ By:_____________________ By Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKCHASE LINCOLN FIRST BANK, as Rights Agent N.A. By:_______________________ Authorized Signatory [Signature Name: Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED ______________________________ hereby sells, assigns and transfers unto _____________________ ___________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said Rights on the within Right Certificate books of the within-named Company, with full power of substitution. Dated: _______________________, ___19__ Signature:________________________ (Sign exactly as your name appears on Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the other side National Association of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ---------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Right Agreement).
Appears in 1 contract
Samples: Rights Agreement (Gleason Corp /De/)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-thousandths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 0.01 per RightRight at any time prior to the earlier of the close of business on (i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Company's option Final Expiration Date. In addition, the Rights may be exchanged, in cashwhole or in part, common for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of , ATTEST: BALL CORPORATION ______________________, _______ ATTEST: THE BISYS GROUP, INC. __By_______________________ By:_____________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent YORK By:______________________ Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ___________________, 19__ ____, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Ball Corp)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of Common Shares that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to Common Shares as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight at any time prior to the earlier of the close of business on (i) the fifteenth day following the Share Acquisition Date (as such time period may be extended pursuant to the Rights Agreement), payable at and (ii) the Final Expiration Date. After the expiration of the redemption period, the Company's option in cash, common stock right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company outstanding Common Shares in a transaction or other consideration, subject to adjustment in certain events as provided in series of transactions not involving the Rights AgreementCompany. No fractional shares of Company Common Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of Company Common Stock or of any other securities which Shares that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ KANEB SERVICES LLC By ----------------------------------- --------------------------------- Secretary Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORKCHASE MANHATTAN BANK, NATIONAL ASSOCIATION, as Rights Agent By:_____________________ By --------------------------------- Authorized Signatory Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned RECEIVED __________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print and address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution_ Attorney, to transfer said the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ________:_______________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) ----------------------------------------- Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates Certifi xxxxx for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject to adjustment in certain events as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Stock or of any other securities which may at any time be issuable on prior to the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any earlier of the rights close of a stockholder of business on (i) the Company or any right tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:and
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal above-mentioned office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (unless the Board of Directors shall have made a determination that a Person is an Adverse Person) be redeemed by the Company at its option at a redemption price of $.02 per Right at any time prior to the earlier of the close of business on (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, at its option, by resolution (which resolution shall, if adopted tenth business day following the Stock Acquisition Date, Date (as such time period may be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) at a redemption price of $.0025 per Right, payable at the Company's option in cash, common stock of the Company or other consideration, subject extended pursuant to adjustment in certain events as provided in the Rights Agreement), and (ii) June 10, 1998. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions that are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities which of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of _____________________ __, _____19__ ATTEST: THE BISYS GROUP, TENNECO INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________ Secretary Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By___________________________ Authorized Signature -4- [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto______________________________________________________ (Please print name and address of transferee) ______________________________ this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, 19__ ____________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ SignatureSignature Signature Guaranteed:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Tenneco Inc /De)
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstancescircumstances described in the Amended Rights Agreement, the Rights rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as provided in the Amended Rights Agreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Amended Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Amended Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Amended Rights Agreement are on file at the principal office of the Company and are available from the Company upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Amended Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company under certain circumstances at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per Right, payable at the Company's option in cash, cash or in common stock of the Company or other considerationCompany, subject to adjustment in certain events as provided in the Amended Rights Agreement. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock), but in lieu thereof a cash payment will be made, as provided in the Amended Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common Preferred Stock or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Amended Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Amended Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Amended Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. _________________________ By:_____________________ Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By:_____________________ Authorized Signatory [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________________, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature Guarantee: _________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:20 .
Appears in 1 contract
Event. THE NUMBER OF RIGHTS EVIDENCED BY THIS RIGHTS CERTIFICATE (AND THE NUMBER OF SHARES OF COMPANY COMMON STOCK WHICH MAY BE PURCHASED UPON EXERCISE THEREOF) SET FORTH ABOVE, AND THE PURCHASE PRICE PER SHARE OF COMPANY COMMON STOCK SET FORTH ABOVE, ARE SUBJECT TO MODIFICATION AND ADJUSTMENT UPON THE OCCURRENCE OF CERTAIN EVENTS AS PROVIDED IN THE RIGHTS AGREEMENT. In certain circumstances, the Rights evidenced hereby may entitle the registered holder thereof to purchase capital stock of an entity other than the Company or receive common stock, cash or other assets, all as As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights Certificatesunder the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal office of the Company Rights Agent and are also available from the Company upon written requestrequest to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing an Rights entitling the holder to purchase a like aggregate number of Rights equal to one one-hundredths of a share of Preferred Stock as the aggregate number of Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrenderedsurrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the registered holder shall be entitled to receive, receive upon surrender hereof, hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, at any time prior to the earlier of (i) the Stock Acquisition Date or (ii) the Final Expiration Date, the Rights evidenced by this Certificate may be redeemed by the Company, Company at its option, by resolution (which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the approval of a majority of the Continuing Directors, and only if the Continuing Directors constitute a majority of the number of directors then in office) option at a redemption price of $.0025 .01 per RightRight or may be exchanged, payable at in whole or in part, for shares of the Company's option in cashCommon Stock, common or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other consideration, than Rights which are not subject to adjustment in certain events as provided in such exchange) will terminate and the Rights Agreementwill only enable holders to receive the shares issuable upon such exchange. No fractional shares of Company Common Preferred Stock will be issued upon the exercise of any Right or Rights evidenced herebyhereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate, as such, Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Company Common shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent to from any corporate action, or or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the CompanyCompany and its corporate seal. Dated as of ______________________, _______ ATTEST: THE BISYS GROUP, INC. INSTINET GROUP INCORPORATED _____________________________ By:_________________________________ Name: Name: Title: Secretary Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent [MELLON INVESTOR SERVICES LLC] By:____________________________ Authorized Signatory Signature [Form of Reverse Side of Rights CertificateFORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto RECEIVED __________________________ hereby sells, assigns and transfers unto_____________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ (Please print address of transferee) this Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution, to transfer said Rights on the books of the within-named Company. Dated: _______________________, _____ Signature:___________________________________ (Sign exactly as your name appears on the other side of this Rights Certificate) Signature GuaranteeSignature Guaranteed: _________________ CERTIFICATE Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
