Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (El Paso Energy Corp/De), Shareholder Rights Agreement (El Paso Energy Corp/De)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share of Preferred Stock 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 Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Right 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 executive offices of the Company Corporation and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock Common Shares or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of ). No fractional Common Stock or cash. The Company shall not Shares will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment may be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Common Shares or of any other securities of the Company Corporation which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Vion Pharmaceuticals Inc), Rights Agreement (Vion Pharmaceuticals Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone hundred-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Uniroyal Technology Corp), Rights Agreement (Uniroyal Technology Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Marathon Rights evidenced by this Right Marathon Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Marathon Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Marathon Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Marathon Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company Rights Agent designated for such purpose and are also available upon written request to the principal Rights Agent. This Marathon Rights Certificate, with or without other Marathon Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Marathon Rights Certificate or Right Marathon Rights Certificates of like tenor and date evidencing Marathon Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Marathon Rights evidenced by the Right Marathon Rights Certificate or Right Marathon Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Marathon Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Marathon Rights Certificate or Right Marathon Rights Certificates for the number of whole Marathon Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Marathon Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Marathon Right (subject to adjustment payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as provided set forth in the Shareholder Rights Agreement) payable (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), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Marathon Rights may be exchanged, in whole or in part, for shares of Common Stock the Voting Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preference stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors authorizing any such exchange, and without any further action or any notice, the Shareholder Marathon Rights Agreement(other than Marathon Rights which are not subject to such exchange) will terminate and the Marathon Rights will only enable holders to receive the shares issuable upon such exchange. The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Marathon Right or Marathon Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. The Company, at its election, may require that a number of Marathon Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Right Marathon Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Marathon Right or Marathon Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Marathon 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 and its corporate seal. Dated as of _____________ , ___________ ATTEST: USX CORPORATION ______________________________ By ___________________________ Secretary Title Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By _________________________ Authorized Signature [Form of Reverse Side of Marathon Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Marathon Rights Certificate) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto _________________________________________ ____________________________________________________________________ (Please print name and address of transferee) this Marathon Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________, Attorney, to transfer the within Marathon Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, _____ ___________________________ Signature Signature Guaranteed: 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. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Shareholder 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject to adjustment as provided in i) the Shareholder Rights Agreementtime any Person first becomes an Acquiring Person, and (ii) payable in the Final Expiration Date. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________ __, 199__ SOUTHERN ELECTRONICS CORPORATION ATTEST: ____________________________ By ________________________ Name: ______________________ Name: ____________________ ___________ Secretary Title:_____________________ Countersigned: NATIONAL CITY BANK, N.A. ATTEST: ____________________________ By ________________________ Name: ______________________ Name: ____________________ _________ Secretary 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 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: ______________________, 199__ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Southern Electronics Corp), Rights Agreement (Southern Electronics Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths shares of a share of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced evidenced, by the Right Rights Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 $.01 per Right at any time prior to the earlier of the close of business on (subject i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in 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 cashseries of transactions not involving the Company. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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: XXXXXXX LUMBER CO. _______________________________ By _________________________ Secretary Title Countersigned: REGISTRAR AND TRANSFER COMPANY 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 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:_____________________ ______________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Wolohan Lumber Co), Rights Agreement (Wolohan Lumber Co)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, 19__ ATTEST: NUI CORPORATION __________________________ By_____________________ Name: Name: Title: Title: Countersigned: MELLON SECURITIES TRUST COMPANY By___________________________ Name: Title:
Appears in 2 contracts
Samples: Rights Agreement (Nui Corp), Rights Agreement (Nui Corp)
Event. As provided in the Shareholder Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, liabilities, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right 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 AgreementTax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights AgreementTax Benefits Preservation Plan, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.001 per Right at any time prior to the earlier of the close of business on (subject to adjustment as provided 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 exchanged, in the Shareholder Rights Agreement) payable whole or in part, for shares of the Common Stock Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which Rights that are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value 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 one share Rights be exercised so that only whole shares of Preferred Stock as defined in the Rights Agreementwould be issued. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights AgreementTax Benefits Preservation Plan), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementTax Benefits Preservation Plan. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.Agent (either by manual or facsimile signature). WITNESS the facsimile signature of the proper officers of the Company and its facsimile corporate seal. Dated as of , ATTEST: TRIUMPH GROUP, INC. By Title: Title: Countersigned: COMPUTERSHARE TRUST COMPANY, N.A. By Authorized Signature FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name, address and social security or other identifying number 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: ,_ Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Tax Benefits Preservation Plan, Tax Benefits Preservation Plan
Event. The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 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. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be 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 adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares of Common Stock or cashissuable upon such exchange. The If the Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence so determines, no fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined 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 Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of _________ __, ____
Appears in 2 contracts
Samples: Rights Agreement (Frontline Capital Group), Rights Agreement (Frontline Capital Group)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 (subject Right, at any time prior to adjustment as provided the time any Person becomes an Acquiring Person. The redemption price shall be payable, at the election of the Company, in the Shareholder Rights Agreement) payable in cash, shares of Common Stock or cashsuch other consideration as the Board of Directors may deem appropriate. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of Common Stock (subject to adjustment for any stock split, stock dividend or similar transaction), at any time after any Person becomes an Acquiring Person. The Company shall is not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts). In lieu thereof, a cash payment may be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ATTEST: TRANSFINANCIAL HOLDINGS, INC. By: Secretary Name: Title: Countersigned: UMB BANK, N.A., as 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.) 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: Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad- 15. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Transfinancial Holdings Inc), Rights Agreement (Transfinancial Holdings Inc)
Event. As provided in the Shareholder This Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company and are also available upon written request to the principal Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Certificates for representing the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 payable, at the election of the Company, in cash, 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 (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to adjustment as provided in the Shareholder Rights Agreement) payable in or (ii) the Final Expiration Date. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder holder, as such, of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of_________ __, 19__ ATTEST: GREAT LAKES CHEMICAL CORPORATION ___________________________ By______________________________ Secretary Title: Countersigned: XXXXXX TRUST COMPANY OF NEW YORK, as Rights Agent By_________________________ Authorized Signature
Appears in 2 contracts
Samples: Rights Agreement (Great Lakes Chemical Corp), Rights Agreement (Great Lakes Chemical Corp)
Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by 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. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .005 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 changed in the discretion of the Company's Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration Date (as defined in the Rights Agreement). Under certain circumstances set forth in the Rights Agreement, the decision to redeem (or to change such time period) 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 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 (with the concurrence of a majority of the Continuing 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 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in adjustment). No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of , 19 --------------------- --- -- ATTEST: CORDIS CORPORATION ------------------------------------- By: ----------------------- Name: ----------------- Title: -----------------
Appears in 2 contracts
Samples: Rights Agreement (Cordis Corp), Rights Agreement (Cordis Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement)Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and at the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which close of business on (i) the tenth Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date (as such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as terms are defined in the Shareholder Rights Agreement). The Company will not In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be required to issue fractions of exchanged, in whole or in part, for shares of Preferred Stock 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 fractions Rights which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of Preferred Stock). In any Right or Rights evidenced hereby, but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment shall be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Attest: NORFOLK SOUTHERN CORPORATION By: ------------------------------ ------------------------------ Secretary Title: Countersigned: THE BANK OF NEW YORK By: --------------------------- Authorized Signatory Date: ------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto __________________________________ ___________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney to transfer the within Right Certificate on the books of the within-named Rights Agent, with full power of substitution. Dated: ___________, ____ ____________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Norfolk Southern Corp), Rights Agreement (Norfolk Southern Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths shares of a share of Preferred the Common Stock or (or, in cer- tain circumstances, other securities securities) which may be purchased upon the exercise of the Rights evidenced by this Right Certificate Cer- tificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Agree- ment reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities immuni- ties 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 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 Rights Agent, and at the executive offices of the Company and the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal designated office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred the Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled enti- tled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or Right Certificates Certifi- xxxxx for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.by
Appears in 2 contracts
Samples: Rights Agreement (General Signal Corp), Rights Agreement (General Signal Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Steel Rights evidenced by this Right Steel Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Steel Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Steel Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Steel Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company Rights Agent designated for such purpose and are also available upon written request to the principal Rights Agent. This Steel Rights Certificate, with or without other Steel Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Steel Rights Certificate or Right Steel Rights Certificates of like tenor and date evidencing Steel Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Steel Rights evidenced by the Right Steel Rights Certificate or Right Steel Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Steel Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Steel Rights Certificate or Right Steel Rights Certificates for the number of whole Steel Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Steel Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .0l per Steel Right (subject to adjustment payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as provided set forth in the Shareholder Rights Agreement) payable (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), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Steel Rights may be exchanged, in whole or in part, for shares of Common Stock the Voting Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preference stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors authorizing any such exchange, and without any further action or any notice, the Shareholder Steel Rights Agreement(other than Steel Rights which are not subject to such exchange) will terminate and the Steel Rights will only enable holders to receive the shares issuable upon such exchange. The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Steel Right or Steel Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined 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 Right Steel Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Steel Right or Steel Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Steel 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 and its corporate seal. Dated as of __________ , ____ ATTEST: USX CORPORATION __________________________ By _____________________________ Secretary Title Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ___________________________ Authorized Signature [Form of Reverse Side of Steel Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Steel Rights Certificate) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto ____________________________________________ _______________________________________________________________________ (Please print name and address of transferee) this Steel Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________, Attorney, to transfer the within Steel Rights Certificate on the books of the within-named Company, with full power of substitution. Dated as of ___________, ____ ___________________________ Signature Signature Guaranteed: 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. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company as set forth in the Rights Agreement and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders close of business on the Right Certificates with regard to earlier of (i) the date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone hundred-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ________________, 19__ ATTEST: OMI CORPORATION
Appears in 2 contracts
Samples: Rights Agreement (Omi Corp/M I), Rights Agreement (Omi Corp/M I)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be ----------------------- 1 The portion of the legend in brackets shall be inserted in place of the preceding sentence if applicable. purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all the terms of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in shares of Common Stock or cashthe Final Expiration Date. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, 20__. ATTEST: GRAPHIC PACKAGING INTERNATIONAL CORPORATION By: --------------------------------- Countersigned: NORWEST BANK MINNESOTA, N.A. By: ------------------------------ Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned 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: ------------------------------------------ Signature Medallion Signature Guarantee: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Graphic Packaging International Corp), Rights Agreement (Graphic Packaging International Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Shareholder 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time prior to the earlier of the close of business on (i) the time any Person first becomes an Acquiring Person, and (ii) the Final Expiration Date. [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be issuable 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 exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any books of the rights within-named Company, with full power of a stockholder of substitution. Dated: ______________________ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Nova Corp \Ga\), Rights Agreement (Nova Corp \Ga\)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by this reference and made a part hereof and to which Shareholder 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable prior to the earlier of the close of business on (i) the exercise hereoftime any Person first becomes an Acquiring Person, nor shall anything contained in and (ii) the Shareholder Rights Agreement or herein be construed to confer Final Expiration Date. above, and the Purchase Price per share set forth above, are the number and Purchase Price as of __________________________, based upon the holder hereof, Common Stock 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 constituted 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agentsuch date.
Appears in 2 contracts
Samples: Rights Agreement (Nova Corp \Ga\), Rights Agreement (Nova Corp \Ga\)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock or cashother securities of the Company. The Immediately upon the action of the Board of Directors of the Company shall not be required to issue fractions authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, 19__ ATTEST: CENTRAL AND SOUTH WEST CORPORATION ____________________________ By:_______________________________ Secretary Name: Title: Countersigned: [ ] 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 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: ___________________, ____ ______________________________________ Signature Signature Guaranteed:
Appears in 2 contracts
Samples: Rights Agreement (Public Service Co of Oklahoma), Rights Agreement (Central & South West Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock or cashother securities of the Company. The Immediately upon the action of the Board of Directors of the Company shall not be required to issue fractions authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, 00__
Appears in 2 contracts
Samples: Rights Agreement (Central & South West Corp), Rights Agreement (Central & South West Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which securities, that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Shareholder Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein in this Rights Certificate by reference and made a part hereof of this certificate and to which Shareholder Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Right Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific certain circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall will be entitled to receive upon surrender hereof of this Rights Certificate another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.01 per Right at any time prior to the earlier of the Close of Business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable the Final Expiration Date. In addition, in certain circumstances the Rights may be exchanged, in whole or in part, for shares of the Common Stock Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which Rights that are one two-hundredth or integral multiples of one two-hundredth not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights will require the concurrence of a share of Preferred Stock) upon exercise majority of the Rights or to distribute certificates which evidence Continuing Directors. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall will be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereofof this certificate, 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent.
Appears in 2 contracts
Samples: Rights Agreement (Anchor Gaming), Rights Agreement (Anchor Gaming)
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths of a share of Preferred Stock Preference 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 Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 CertificatesRights, 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 executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Preference Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares or Preference Shares at an exchange ratio (subject to adjustment) of one common share or one one-thousandth of a Preference Share per Right. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 U.S.$0.001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in cash, common shares or other consideration deemed appropriate by the Board of Common Stock or cashDirectors of the Company). The Company shall is not be required obligated to issue fractions fractional shares upon the exercise of any Right or Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock) upon exercise Preference Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred StockCompany, be evidenced by depositary receipts). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of the Rights evidenced by this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preference Shares, 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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. The common seal of XOMA LTD. was affixed hereto in the presence of: --------------------------------------- Name: Title: Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent ------------------------------- Authorized Signatory Date of Countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________________________________________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ the Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer such Rights on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ___________________________________ Signature Signature Guaranteed: ____________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange.)
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Pur- chase Price and the number and kind of one two-hundredths shares of a share of Preferred Pre- ferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Trigger- ing Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementAgree- ment, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and are available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate Rights Certifi- cate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights AgreementAgree- ment, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .05 per Right at any time prior to the earlier of (subject 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 adjustment the Record Date, the Close of Business on the tenth Business Day following the Record Date), as provided in such time period may be extended pursuant to the Shareholder Rights Agreement, and (ii) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right Final Expiration Date (as defined in the Shareholder Rights AgreementAgree- ment). The If the Company will not be required to issue fractions of so determines, no fractional shares of Preferred Stock will be issued upon the exer- cise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth hun- dredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 affect- ing stockholders (except as provided in the Shareholder Rights AgreementAgree- ment), or to receive dividends or other distributions or to exercise any preemptive dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________ __, 19__ ATTEST: TEXTRON INC. _______________________ By Secretary Name: Title: Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By_____________________ Authorized Signature [Form of Reverse Side of Rights Certificate] 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 consti- tute and appoint _________________, Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. Dated: , 19__ Signature Signature Guaranteed: 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); and (2) after due inquiry and to the best knowl- edge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Acquiring Person. Dated: ___________ ___, 19__ ______________________ Signature Signature Guaranteed: NOTICE The signatures to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoev- er. ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: TEXTRON INC.: The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: ______________ ___, 19__ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Cer- tificate [ ] are [ ] are not being exercised 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 Agree- ment); and (2) after due inquiry and to the best knowl- edge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Acquiring Person. Dated: ____________ __, 19__ Signature Signature Guaranteed: NOTICE The signatures to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone hundred-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, 2000 Attest: PHILXX XXXVICES CORPORATION By By Name: Name: Title: Title: [RIGHTS AGENT] By Name: Title: 57 [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: __________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby hereby-incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 0.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock (other than fractions which are one two-hundredth stock will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. (Corporate Seal] Attested: AQUILA BIOPHARMACEUTICALS, INC. /s/ Xxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxx-Xxxxx By________________________ By______________________________ Secretary Name: Xxxxxx Xxxxxxx-Xxxxx Title: President (Corporate Seal] Attested: AMERICAN STOCK TRANSFER & TRUST /s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx By________________________ By______________________________ Assistant Secretary Name: Xxxxxxx X. Xxxxxx Title: Vice President (Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto ___________________________________________________________ (Please print name and address of transferee) ___________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________, 19__ _________________________________ Signature Signature Guaranteed: ________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Aquila Biopharmaceuticals Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)and a Section 11(a)(ii) Event. This Right Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Shareholder Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal above-mentioned office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Share Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .0l per Right at any time prior to the earlier of the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common on (i) the tenth day following the Stock or cash. The Company shall not Acquisition Date (as such time period may be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid extended pursuant to the registered holders Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. 102 No fractional Preferred Shares will be issued upon the exercise of any Right Certificates with regard to which such fractional or Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise Share, which may, as the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of _____________________, ATTEST SEI INVESTMENTS COMPANY By ___________________________ Secretary Title: Countersigned AMERICAN STOCK TRANSFER & TRUST COMPANY By Authorized Signature 103 [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: _____________________, __________. Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Sei Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementAgree ment). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of a share of each of the Preferred Stock or other securities Stock--Series Sixth and Preferred Stock--Series Eighth as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of the applicable class or series (which the holder would have been entitled to receive upon the exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment for any stock split, stock dividend or similar transaction) following the Stock Acquisition Date and prior to the time an Acquiring Person owns 50% or more of the Voting Power (as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such Company. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Stock--Series Sixth and Preferred Stock--Series Eighth will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Stock--Series Sixth and Preferred Stock--Series Eighth 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ______________, ____ ATTEST: SPRINT CORPORATION By: Secretary Name: Title: Countersigned: UMB BANK, N.A. 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 any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name, address and social security or other identif ying number of transferee)
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (as such term is defined in the Shareholder Rights Agreement)a) (ii) Event. This Right Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Shareholder Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal above-mentioned office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Share Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right at any time prior to the earlier of the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common on (i) the tenth day following the Stock or cash. The Company shall not Acquisition Date (as such time period may be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid extended pursuant to the registered holders Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. No fractional Preferred Shares will be issued upon the exercise of any Right Certificates with regard to which such fractional or Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise Share, which may, as the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________, ____ ATTEST CMAC INVESTMENT CORPORATION ____________________________ By: ____________________________ Secretary Title: Countersigned THE BANK OF NEW YORK By: ______________________ Authorized Signature 56 [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: _________________, ____ ___________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. In certain circumstances described in the 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 Exchangeable Shares, cash or other assets, all as provided in the Rights Agreement. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share of Preferred Stock Exchangeable Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Shareholder Rights Agreement)Event. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights AgentAgent and are available from the Rights Agent upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 U.S.$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), other than a Stock Acquisition Date that occurs as a result of a Qualifying Offer, or (ii) the Final Expiration Date. No fractional Exchangeable Shares will be issued upon the exercise of any Right (subject to adjustment or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Exchangeable 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 Shareholder 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 (except as provided in the Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or of subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of , Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory Countersigned: CIBC MELLON TRUST COMPANY Authorized Signature: A-2 [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: 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: Signature Signature Guaranteed:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementAgree- ment). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of the applicable class or series (which the holder would have been entitled to receive upon the exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment as provided in for any stock split, stock dividend or similar transaction) following the Shareholder Rights Agreement) payable in Stock Acquisition Date and prior to the time an Acquiring Person owns 50% or more of the shares of Common Stock or cashthen outstanding. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________ __, ____ ATTEST: SPRINT CORPORATION ___________________________ By: ___________________________ Secretary Name: Title: Countersigned: UMB BANK, N.A. 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 any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________ (Please print name, address and social security or other identifying number of transferee) ___________________ (____) of the Rights represented by this Rights Certificate, together with all right, title and interest in and to said Rights, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the Rights on the books of Sprint Corporation, with full power of substitution. Dated: _____________, ____ __________________________________ Signature Signature Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Certificate Rights Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 A copy of the Rights Agreement are is on file at the principal executive offices office of the Company and is also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered 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 Certificates 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 Right Rights Certificate shall be transferred or exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.01 .001 per Right at any time before the later of the Distribution Date (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common and the Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of Acquisition Date (as such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as term is defined in the Shareholder Rights Agreement). The Company will not be required Under certain circumstances set forth in the Rights Agreement, the decision to issue fractions redeem shall require the concurrence of a majority of the Continuing Directors. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stockthousandth (1/1,000) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, 20__. ATTEST: CREE, INC. By: __________________________ By: __________________________ Name: Name: Title: Title: Countersigned: [RIGHTS AGENT] 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 ________________________________________________ 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: , 20 ---------------------- -- ------------------------------- Signature Signature Guaranteed: ------------------------ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Cree Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal above-mentioned office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates Certificate surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .05 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Shares 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 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 adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of . ------------------- Attest: GRC INTERNATIONAL, INC. By: By: ------------------------------------ ------------------------------------- Xxxxxx X. XxXxxx Xxxx X. Xxxxxx SVP, Dir. Corp Dev't, Gen. Cnsl & Sec. President and Chief Executive Officer Countersigned: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By: By: ----------------------------------- ------------------------------------- Printed Name: Printed Name: ------------------------ --------------------------- Title: Title: ------------------------------ --------------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (to be executed by the registered holder if such holder desires to transfer the Right Certificates.)
Appears in 1 contract
Event. As provided The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. In certain circumstances described in the Shareholder Rights Agreement, the Purchase Price and rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of one two-hundredths of a share of Preferred Stock an entity other than the Company or receive common stock, cash or other securities which may be purchased upon the exercise of assets, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company and are available from the principal office or offices of the Rights AgentCompany upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchaseso surrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be (i) redeemed by the Company under certain circumstances at its option at a redemption price of $.01 per Right (Right, payable at the Company's option in cash or in Company Common Stock, subject to adjustment in certain events as provided in the Shareholder Rights Agreement, or (ii) payable in exchanged by the Company at its option for shares of Company Common Stock (or, in certain circumstances, Common Stock Equivalents), as provided in the Rights Agreement. No fractional shares of Company Common Stock will be issued upon the exercise of any Right or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rightsevidenced hereby. In lieu of such fractional Rightsthereof, there shall a cash payment will be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right made as defined provided in the Shareholder Rights Agreement. The Company will not No Rights may be required exercised that would entitle the holders to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth any fraction of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Company Common Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth unless concurrently therewith such holder purchases an additional fraction of a share of Preferred Stock). In lieu Company Common Stock which, when added to the number of fractional shares of Preferred Company Common Stock other than fractions that are multiples to be received upon such exercise, equals a whole number of one two-hundredth shares of Company Common Stock, as provided in the Rights Agreement. If such holder does not purchase such additional fraction of a share of Preferred Company Common Stock, the Company a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Company 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________ ___, 199_/200_. ATTEST: STEEL OF WEST VIRGINIA, INC. By:______________________________ By:_____________________________ Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent 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 ___________________ hereby sells, assigns and transfers unto ________________________________________________________________________________ (Please print name of transferee) ________________________________________________________________________________ (Please print address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ as Attorney-in-fact, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________ __, 199_/200_ _______________________________ Signature Signature Guaranteed:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at a redemption price of $.01 .001 per Right Right, payable in cash, Company Securities or any other form of consideration deemed appropriate by the Company's Board of Directors at any time prior to the earlier of the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock on (i) the tenth calendar day following the Shares Acquisition Date (as such time period may be extended or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid shortened pursuant to the registered holders Rights Agreement) or (ii) the Final Expiration Date. Immediately upon the action by the Board of Directors of the Right Certificates with regard to which Company authorizing any such fractional exchange, and without any further action or notice, the Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions Rights which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional Common Shares will be issued upon the exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of _______________________________. AmeriSource Health Corporation By:___________________________ Attest: By:_________________________ Countersigned: Mellon Investor Services LLC By:_________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates) FOR VALUE RECEIVED____________________________________________________ hereby sells, assigns and transfers unto____________________________________ ____________________________________________________________________________ ____________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, _____ ____________________________________ Signature Signature Guaranteed:____________________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.
Appears in 1 contract
Event. As provided in the Shareholder This Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cashRight. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________ SMITH CORONA CORPORATION By---------------------------------- Name: Title: Countersigned: MARINE MIDLAND BANK as Rights Agent By---------------------------- Authorized Representative Date of Countersignature: 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: 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 (continued) Certification The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Smith Corona Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. Upon surrender at the office or offices of the Rights Agent. This Agent designated for such purpose, this Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, Certificate may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a) (ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all of any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock at an exchange ratio (subject to adjustment) of one share of Common Stock per Right. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth tenth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates share, which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockmay, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 thereofthe Company, 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights be evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.depository
Appears in 1 contract
Samples: Shareholder Rights Agreement (Alpha Industries Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at a redemption price of $.01 .00001 per Right Right, payable in cash, Common Stock Equivalents or any other form of consideration deemed appropriate by the Company's Board of Directors at any time prior to the earlier of the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in on (i) the tenth calendar day following the Stock Acquisition Date (as such time period may be extended or shortened pursuant to the Rights Agreement) or (ii) the Final Expiration Date. Immediately upon the action by the Board of Directors of the Company authorizing any such exchange, and without any further action or 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 share of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Common Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of _______________________________. Unigene Laboratories, Inc. By:____________________________ Name:_____________________ Title:____________________ Attest: By:_______________________________ Countersigned: Registrar and Transfer Company By:_______________________________ Name:_______________________ Title:______________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates) FOR VALUE RECEIVED ____________________________________________ hereby sells, assigns and transfers unto _______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, _____ ___________________________ Signature Signature Guaranteed: ________________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed (i) by the Board of Directors of the Company at its option at a redemption price of $.01 0.001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (A) the Right Certificates date on which a Section 11(a)(ii) Event occurs and (B) the Final Expiration Date, or (ii) by shareholder action taken at a Special Meeting with regard respect to which a Resolution relating to an Offer (as such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as terms are defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________, 20__ ATTEST: THE GOLDFIELD CORPORATION __________________________________ By_____________________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY
Appears in 1 contract
Samples: Rights Agreement (Goldfield Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths of a share of Preferred Stock Preference 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 Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Preference Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's Common Shares or Preference Shares at an exchange ratio (subject to adjustment) of one Common Share or one one-hundredth of a Preference Share per Right. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 U.S.$0.001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares cash, Common Shares or other consideration deemed appropriate by the Board of Common Stock or cashDirectors). The Company shall is not be required obligated to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise Preference Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred StockCompany, be evidenced by depositary receipts). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Preference Shares, Common 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. [Corporate Seal] XOMA LTD. Attested: By -------------------------------- Name: By Title: ------------------------------- Name: Title: Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent ------------------------------------ Authorized Signatory Date of Countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________________________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, ____ ___________________________________________ Signature Signature Guaranteed: ____________________ (Signatures must be guaranteed by a commercial bank or trust company or by a member of the New York Stock Exchange.)
Appears in 1 contract
Event. In certain circumstances described in the 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 Rights Agreement. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Shareholder Rights Agreement)Event. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights AgentAgent and are available from the Rights Agent upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 .001 per Right (subject as such amount may be adjusted pursuant to adjustment as provided in the Shareholder Rights Agreement), at any time prior to the earlier of the close of business on (i) payable in shares of Common the tenth business day following the Stock or cashAcquisition Date and (ii) the Final Expiration Date. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required exercisable until such time as the Company’s right of redemption has expired. In addition, subject to issue fractions the provisions of the Rights Agreement, the Rights may be exchanged, in whole or in part, for Units of Preferred Stock or shares of the Common Stock of the Company. 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 Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-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 pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or of subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 , 2004 By: Name: Title: President By: Name: Title: Secretary Countersigned: MELLON INVESTOR SERVICES LLC as Rights Agent By: Name: Title: 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: ,
Appears in 1 contract
Samples: Rights Agreement (Marketwatch Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all the terms of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right Continuing Directors (as defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent.. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . --------------------------- ATTEST: CAPITAL ASSOCIATES, INC. --------------------------------------- By: Name: -------------------------------- Title: Name: Title:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Common Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at a redemption price of $.01 .001 per Right Right, payable in cash, Company Securities or any other form of consideration deemed appropriate by the Company's Board of Directors at any time prior to the earlier of the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock on (i) the tenth calendar day following the Shares Acquisition Date (as such time period may be extended or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid shortened pursuant to the registered holders Rights Agreement) or (ii) the Final Expiration Date. Immediately upon the action by the Board of Directors of the Right Certificates with regard to which Company authorizing any such fractional exchange, and without any further action or notice, the Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions Rights which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional Common Shares will be issued upon the exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Common Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of _______________________________. AmeriSource Health Corporation By: --------------------------- Attest: By: -------------------------- Countersigned: Mellon Investor Services LLC By: -------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificates) FOR VALUE RECEIVED --------------------------------------------------- hereby sells, assigns and transfers unto ---------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, _____ _________________________________ Signature Signature Guaranteed:_______________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 Right, at any time prior to the close of business of the tenth Business Day after the Stock Acquisition Date (subject to adjustment as provided such terms are defined in the Shareholder Rights Agreement) payable ). The redemption price shall be payable, at the election of the Company, in cash, shares of Common Stock or cashsuch other consideration as the Board of Directors may deem appropriate. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of Common Stock (subject to adjustment for any stock split, stock dividend or similar transaction), at any time after any Person becomes an Acquiring Person. The Company shall is not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts). In lieu thereof, a cash payment may be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of -------------------------.
Appears in 1 contract
Samples: Rights Agreement (Labone Inc/)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)and a Section 11(a)(ii) Event. This Right Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Shareholder Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal above-mentioned office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Share Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .00512 per Right at any time prior to the earlier of the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common on (i) the tenth day following the Stock or cash. The Company shall not Acquisition Date (as such time period may be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid extended pursuant to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement), and (ii) the Final Expiration Date. The Company No fractional Preferred Shares will not be required to issue fractions issued upon the exercise of shares of Preferred Stock any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise Share, which may, as the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________, 19__ ATTEST AQUA AMERICA, INC. _________________________________ By _______________________________ Secretary Title: Countersigned EQUISERVE TRUST COMPANY, N.A. 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 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: _________________, 20 __ ________________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Aqua America Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all the terms of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in shares , the decision to redeem shall require the concurrence of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders a majority of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right Continuing Directors (as defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . ATTEST: NAPRO BIOTHERAPEUTICS, INC. By: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY By: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned 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:_________________ _________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which securities, that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Shareholder Rights Agreement, which terms, provisions provisions, and conditions are hereby incorporated herein in this Rights Certificate by reference and made a part hereof of this certificate and to which Shareholder Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties duties, and immunities hereunder of the Rights Agent, the Company Company, and the holders of the Right Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific certain circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall will be entitled to receive upon surrender hereof of this Rights Certificate another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 0.001 per Right at any time prior to the earlier of the Close of Business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable the Final Expiration Date. In addition, in certain circumstances the Rights may be exchanged, in whole or in part, for shares of the Common Stock or cash. The Company shall not be required to issue fractions Stock, shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company or other consideration having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which Rights that are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are integral multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall will be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall will anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereofof this certificate, 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (Schlotzskys Inc)
Event. The Rights evidenced by this Right Certificate shall not be exercisable, and shall be void so long as held, by 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. As provided in the Shareholder Renewal Rights Agreement, the Purchase Exercise Price and the number or kind of one two-hundredths of a share shares of Preferred Stock or other securities 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 (as such term is defined in the Shareholder Renewal Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Renewal Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Renewal 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 under the specific circumstances set forth in the Renewal Rights Agreement. Copies of the The Renewal Rights Agreement are is on file at the principal executive offices office of the Company. Copies of the Renewal Rights Agreement are available upon written request to the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of a share of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised or exchanged in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercisedexercised or exchanged. Subject to the provisions of the Shareholder Renewal Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right at any time prior to the earlier of (subject to adjustment i) 5:00 p.m., Boston, Massachusetts time, on the tenth calendar day following the Stock Acquisition Date (as provided such term is defined in, and as such time period may be extended pursuant to, the Renewal Rights Agreement), (ii) the declaration by the Board of Directors that any person is an Adverse Person (as such term is defined in the Shareholder Renewal Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of (iii) the Final Expiration Date (as such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as term is defined in the Shareholder Renewal Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred StockNo holder, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder such, of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Shareholder Renewal Rights Agreement or herein be construed to or 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 Shareholder Renewal Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Shareholder Renewal Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.. 3B
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementAgree ment). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of the applicable class or series (which the holder would have been entitled to receive upon the exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment for any stock split, stock dividend or similar transaction) following the Stock Acquisition Date and prior to the time an Acquiring Person owns 50% or more of the Voting Power (as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such Company. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ______________, ____
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal above-mentioned office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor Agent and date evidencing Rights entitling the holder are also available upon written request to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercisedAgent. Subject to the provisions of the Shareholder 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 the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in shares of Common Stock or cashthe Final Expiration Date. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. Dated as of August __, 1998 ATTEST: CORECOMM LIMITED ________________________________ By: _____________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: ____________________________ Authorized Signature B-4 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 __________________________________________________________ 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: _____________________________ , ____ ________________________ Signature Signature Guaranteed: 53 Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Corecomm LTD)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 A copy of the Rights Agreement are on file is available free of charge from the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 $.01 0.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to close of business on (i) the same fraction of the current market value of a whole Right tenth Business Day (as defined in the Shareholder Rights Agreement) following the Stock Acquisition Date (as such time period may be extended. The Company will not be required pursuant to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence Agreement), and (ii) the Final Expiration Date. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than than, except the possible requirement that prior to the occurrence of a Triggering Event only whole shares of Preferred Stock be issued, fractions which that are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (McKesson Hboc Inc)
Event. As provided in the Shareholder Rights AgreementPlan, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Stock the Company's capital stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementPlan). This Right Certificate is Rights Certificate, and the Rights evidenced hereby, are subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementPlan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder and thereunder of the Rights Agent, the Company and the holders of the Right Rights Certificates, which limitations of rights include (without limitation) the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementPlan. In the event of any conflict or inconsistency between the terms, provisions and conditions of Rights as set forth in the Rights Plan and those described or set forth in this Rights Certificate, the terms, provisions and conditions set forth in the Rights Plan shall govern and prevail. Copies of the Rights Agreement Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .005 per Right or (ii) may be exchanged in whole or in part for shares of Common Stock. Under certain circumstances set forth in the Rights Plan, the decision to redeem shall require the concurrence of a majority of the members of the full Board of Directors and a majority of any Independent Directors (as such term is defined in the Rights Plan). The Rights Plan is also subject to adjustment as provided amendment and supplement by the Company, on the terms and conditions set forth in the Shareholder Rights Agreement) payable in Plan. No fractional shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred StockShare) will be issued upon the exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights AgreementPlan. No holder of this Right Rights Certificate shall be entitled to vote (or consent with respect to) or receive dividends or be deemed for any purpose the holder of the any Preferred Shares or shares of Preferred 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 Shareholder Rights Agreement Plan 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 or proceeding 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 Shareholder Rights AgreementPlan), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementPlan. This Right 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 and its corporate seal. Dated as of ______________, 19__ ATTEST:________________________________ PEDIATRIX MEDICAL GROUP, INC. By:____________________________________ By:______________________________ 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) FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto ______________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) this Rights Certificate, together will 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__ _______________________________ Signature Signature Guarantee: ------------------- The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Preferred Share Purchase Rights Plan (Pediatrix Medical Group Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all the terms of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions terms are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be is exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right at any time prior to the earlier of the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement), and (ii) payable in shares of Common Stock or cashthe Final Expiration Date. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on upon the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been unless countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of . ATTEST: EFTC CORPORATION By: Countersigned: AMERICAN SECURITIES TRANSFER & TRUST, INC. By: Authorized Signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder to transfer the Rights Certificate.) FOR VALUE RECEIVED, the undersigned 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: Signature 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 in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: _____________________________________ Signature
Appears in 1 contract
Samples: Rights Agreement (Eftc Corp/)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined Events. In certain circumstances described in the Shareholder Rights Agreement), the Rights evidenced hereby may entitle the holder hereof to purchase capital stock of an entity other than the Company or receive cash or other assets, all as prescribed in the Rights Agreement. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 2the principal executive offices of the Company and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares 1/1,000s of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 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. In addition, the Rights may be 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 adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares of Common Stock or cashissuable upon such exchange. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth 1/1,000 of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depository receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of --------------
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________, 20__ ATTEST: NUI CORPORATION ___________________________________ By_____________________________________ Name: Name: Title: Title: Countersigned: American Stock Transfer & Trust Company
Appears in 1 contract
Samples: Rights Agreement (Nui Holding Co)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one twoone-hundredths thousandth of a share of Preferred Stock Share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Right 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 executive offices of the Company Corporation and the principal office or offices of the Rights AgentAgent designated for such purpose. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company Corporation at a redemption price of $.01 .005 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount either in cash equal to or the same fraction Corporation's Common Shares, par value $.05 per share, or (ii) may be exchanged in whole or in part for Common Shares or Preferred Shares. No fractional Preferred Shares or Common Shares will be issued upon the exercise or exchange of the current market value of a whole any Right as defined in the Shareholder or Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions of Preferred Shares which are one twoone-hundredth thousandth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock) upon exercise Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Corporation, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or other distributions or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company Corporation which may at any time be issuable on the exercise or exchange hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised or exchanged as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 1 contract
Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by 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. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above−mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board at its option at a redemption price of $.01 0.01 per Right at any time during the period commencing on the Rights Distribution Declaration Date and ending on the earlier of (subject 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 adjustment as provided the Record Date, the Close of Business on the tenth business day following the Record Date), or (ii) the Close of Business on the Final Expiration Date. Under certain circumstances set forth in the Shareholder Rights Agreement) payable in , the decision to redeem shall require the concurrence of a majority of the Board. 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 cashseries of transactions not involving the Company, and such reinstatement is approved by a majority of the Board. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid At any time after a Person becomes an Acquiring Person and prior to the registered holders acquisition by such Person of 50% or more of the Right Certificates with regard to which such fractional outstanding Common Stock, the Board may exchange the Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions Rights owned by such Acquiring Person which are one two-hundredth have become void), in whole or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockin part, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value exchange ratio of one share of Preferred Common Stock per Right each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Board to have the same value as defined shares of Common stock, subject to adjustment. No fractional shares of 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 Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ___________, ____. ATTEST: METALLINE MINING COMPANY By: Name: ___________________________ Title: ____________________________ Countersigned: By: ____________________________________ Authorized Signature (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: _____________, ____. Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 Rights Agent and at the executive offices of the Company and the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal designated office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the the.Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof hereof, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate (a) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided at any *The portion of the legend in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there brackets shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agentinserted only if applicable.
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal above-mentioned office or offices of the Rights Agent and are also available upon written request to the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, with the Form of Assignment and Certificate set forth on the reverse side duly executed, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a Preferred Stock or other securities Share as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at a redemption price of $.01 0.001 per Right (subject to adjustment as provided payable, at the Company's option, in cash, Common Shares or any other form of consideration deemed appropriate by the Shareholder Rights AgreementBoard of Directors) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, time a person becomes an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Acquiring Person (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement). Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be exchanged in whole or part for Common Shares. No fractional Preferred Shares will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a payment of consideration will be made, as provided in the Rights Agreement. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company in any respect up until the time a person becomes an Acquiring Person and thereafter in certain respects which do not adversely affect the interests of holders of Right Certificates or Common Shares, as the case may be (other than an Acquiring Person or the Affiliates or Associates thereof). No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock 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 Shareholder 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 to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of May 22, 1997
Appears in 1 contract
Samples: Rights Agreement (Chartwell Re Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and Price, the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Certificate Rights Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company Rights Agent and are also available upon written request to the principal Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged exchanged, upon payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such exchange, for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities or property as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof and payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such exchange, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 (subject to adjustment as provided Right, payable, at the election of the Company, in the Shareholder Rights Agreement) payable in cash, shares of Common Stock or cash. The Company shall not be required to issue fractions such other consideration as the Board of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional RightsDirectors may determine, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard close of business on (i) the later to which occur of (A) the Distribution Date or (B) the Triggering Event (as such fractional Rights would otherwise time period may be issuable, an amount in cash equal extended or shortened pursuant to the same fraction of Rights Agreement), and (ii) the current market value of a whole Right Final Expiration Date (as such term is defined in the Shareholder Rights Agreement). The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate as such shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of , 1999 ---------- SYSTEM SOFTWARE ASSOCIATES, INC. ATTEST: By: -------------------------------- Name: ---------------------------- Title: -------------------------------- --------------------------- Secretary Countersigned: FIRST CHICAGO 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.)
Appears in 1 contract
Event. The Rights evidenced by this Rights Certificate shall not be exercisable, and shall be void so long as held, by 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. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one ten-thousandths of a Preferred Stock or other securities Share as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Share Acquisition Date (as such time period may be changed in the discretion of the Board of Trustees pursuant to the Rights Agreement), and (ii) the 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 at least two-thirds of the Trustees. 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 Common Shares in a transaction or series of transactions not involving the Company, and such reinstatement is approved by at least two-thirds of the Trustees. At any time after a person becomes an Acquiring Person, the Board of Trustees 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 Common Share per Right (subject to adjustment as provided in adjustment). No fractional Preferred Shares will be issued upon the Shareholder exercise of any Right or Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoten-hundredth thousandth of a share of Preferred Stock) upon exercise Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of the shares of Preferred Stock 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 Shareholder 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 trustees or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give or withhold consent to any corporate trust action, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of , ATTEST: Colonial Properties Trust By: Name: Title: Countersigned: 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 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: , Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Rights Certificate, with or without other Right Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 before the earlier of the close of business on (i) the tenth business day following a Stock Acquisition Date and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for two shares of the applicable series or class (which the holder would have been entitled to receive upon the exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment for any stock split, stock dividend or similar transaction) following the time that a Person becomes an Acquiring Person and before the time an Acquiring Person, together with the Affiliates and Associates of the Acquiring Person, own 50% or more of the Voting Power (as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such Company. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ______________________. ______________ SPRINT NEXTEL CORPORATION By: _________________________________ Name: ATTEST: Title: ___________________________ Secretary Countersigned: UMB BANK, N.A. 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 any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name, address and social security or other identifying number of transferee) ________________________ (_______) of the Rights represented by this Rights Certificate, together with all right, title and interest in and to said Rights, and does hereby irrevocably constitute and appoint ____________________________ Attorney, to transfer the Rights on the books of Sprint Nextel Corporation, with full power of substitution. Dated: ____________________________, ___________ _________________________________________ Signature Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Event. As provided in the Shareholder Stockholder Rights Agreement, the Purchase Price and the number of one twoone-hundredths thousandths of a share 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 (as such term is defined in the Shareholder Stockholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Stockholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Stockholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Stockholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Stockholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Stockholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one twoone-hundredth thousandths or integral multiples of one two-hundredth one of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one twoone-hundredth thousandth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder Stockholder 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 Shareholder Stockholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Stockholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of _________, ______. [SEAL] ATTEST: xxxxxxxx.xxx, inc. Attest: By By ----------------------------- ------------------------------- Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent By ---------------------------- Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________________________ hereby sells, assigns and transfers unto ________________________________________ --------------------------------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, _____ --------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. --------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by the Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Interested Stockholder thereof (as such terms are defined in the Shareholder Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was or subsequently became an Interested Stockholder. --------------------------- Signature
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementAgree ment). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of a share of each of the Preferred Stock or other securities Stock--Series Sixth and Preferred Stock--Series Eighth as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of the applicable class or series (which the holder would be entitled to receive upon exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment for any stock split, stock dividend or similar transaction) following the Stock Acquisition Date and prior to the time an Acquiring Person owns 50% or more of the Voting Power (as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such Company. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Stock--Series Sixth and Preferred Stock--Series Eighth will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Stock--Series Sixth and Preferred Stock--Series Eighth 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of _____________, ____ ATTEST: SPRINT CORPORATION By: Secretary Name: Title: Countersigned: UMB BANK, N.A. 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 any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print name, address and social security or other identif ying number of transferee)
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock or cashother securities of the Company. The Immediately upon the action of the Board of Directors of the Company shall not be required to issue fractions authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Common Stock (other than fractions which are one two-hundredth will be issued upon the exercise of any Right or integral multiples of one two-hundredth of Rights evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, 19__ ATTEST: CENTRAL AND SOUTH WEST CORPORATION _______________________________ By:______________________________ Secretary Name: Title: Countersigned: CENTRAL AND SOUTH WEST SERVICES, as 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.) 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: ___________________, ____ ___________________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that 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 (as such term is defined in the Shareholder Rights Agreement)Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and at the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to which such fractional Rights would otherwise be issuableClose of Business on the tenth Business Day following the Stock Acquisition Date (or, an amount in cash equal if the Stock Acquisition Date shall have occurred prior to the same fraction Record Date, the Close of Business on the current market value of a whole Right tenth Business Day following the Record Date), and (ii) the Final Expiration Date (as such terms are defined in the Shareholder Rights Agreement). The Company will not In addition, under certain circumstances, the Rights may be required to issue fractions of exchanged, in whole or in part, for shares of Preferred Stock the Common Stock, or for one one-thousandth (other than fractions which are one two-hundredth or integral multiples of one two-hundredth 1/1000/th/) of a share of Preferred Stock) upon exercise Stock or of a share of a class of series of preferred stock of the Company having equivalent rights, preferences and privileges, 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 or (other than Rights that are not subject to distribute certificates which evidence such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock (other than fractions which that are one two-hundredth or integral multiples of one two-hundredth the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of Preferred Stock). In any Right or Rights evidenced hereby, but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment shall be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________ __, 2001. Attest: CITY HOLDING COMPANY By: __________________________________ By: ______________________________ Name: __________________________________ Name: Xxxxxx X. Xxxxxxx Title: Secretary Title: President and Chief Executive Officer Countersigned: SUNTRUST BANK By: __________________________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto _____________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney to transfer the within Right Certificate on the books of the within-named Rights Agent, with full power of substitution. Dated: ___________, ____ _________________________________ Signature Signature Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (City Holding Co)
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for common stock of the Company or paired shares ("Paired Shares") of the Company's Common Stock and the common stock of Wyndham International, Inc. or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 0.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock of the Company, Paired Shares or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Stock, the Company's Common Stock, Paired 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 as a document under corporate seal. Attested: PATRIOT AMERICAN HOSPITALITY, INC. By: By: ------------------------------------ -------------------------------- [Secretary or Assistant Secretary] Name: Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By: ------------------------------------ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Wyndham International Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and are available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .05 per Right at any time prior to the earlier of (subject 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 adjustment the Record Date, the Close of Business on the tenth Business Day following the Record Date), as provided in such time period may be extended pursuant to the Shareholder Rights Agreement, and (ii) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right Final Expiration Date (as defined in the Shareholder Rights Agreement). The If the Company will not be required to issue fractions of so determines, no fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-one- hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive dividend or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________ __, 19__ ATTEST: TEXTRON INC.
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period-may be extended pursuant to adjustment the Rights Agreement), and (ii) the Final Expiration Date (as provided defined in the Shareholder Rights Agreement) payable in ). 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 cashseries of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid Subject to the registered holders provisions of the Right Certificates with regard to which such fractional Rights would otherwise be issuableAgreement, an amount in cash equal to the same fraction Board of Directors of the current market value 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 a whole one share of Common Stock per Right as defined in the Shareholder Rights Agreement(subject to adjustment). The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby, (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise Stock which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________________, 19___. ATTEST: NORTHWEST PIPE COMPANY _________________________ By:____________________________________ Name:__________________________________ Title:_________________________________ Countersigned: _________________________ _________________________ _________________________ 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 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___ _____________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Northwest Pipe Co)
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 0.02 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock, 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. [Corporate Seal] PERINI CORPORATION Attested: By___________________________ Name: Title: [Chairman, President By________________________ or Vice President] [Clerk or Assistant Clerk] Countersigned: _____________________________ Name: THE FIRST NATIONAL BANK OF Title: [Treasurer or BOSTON, as Rights Agent Assistant Treasurer] -------------------------- Authorized Signature [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT FOR VALUE RECEIVED_____________________________________________ hereby sells, assigns and transfers unto --------------------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, 19__ ---------------------------- Signature Signature Guaranteed:________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (as such term is defined in the Shareholder Rights Agreement)a) (ii) Event. This Right Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Shareholder Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal above-mentioned office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Share Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common on (i) the tenth day following the Stock or cash. The Company shall not Acquisition Date (as such time period may be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid extended pursuant to the registered holders Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. No fractional Preferred Shares will be issued upon the exercise of any Right Certificates with regard to which such fractional or Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise Share, which may, as the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________, 19__ ATTEST PHILADELPHIA SUBURBAN CORPORATION ____________________ By_______________________________ Secretary Title: Countersigned BANKBOSTON, N.A. 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 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 __ _____________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company as set forth in the Rights Agreement and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Share Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the date on which a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Preferred Shares will be issued upon the exercise of any Right Certificates with regard to which such fractional or Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone hundred-hundredth thousandth of a share of Preferred Stock) upon exercise Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________, ____ ATTEST: THE FIRST AMERICAN FINANCIAL CORPORATION By:______________________ By:____________________________ Secretary President WILMINGTON TRUST COMPANY, 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 _______ 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:________________ ________________________ Signature Signature Guaranteed:______________________________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or the Rights Agent. Upon surrender at the office or offices of the Rights Agent. This Agent designated for such purpose, this Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, Certificate may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a) (ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all of any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock at an exchange ratio (subject to adjustment) of one share of Common Stock per Right. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth tenth of a share of Preferred Stock) upon exercise share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred StockCompany, be evidenced by depository receipts). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by any authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Corporate Seal ALPHA INDUSTRIES, INC. Attested: By: ------------------------------- Name: Title: Chairman, Vice Chairman, By: President or Vice President -------------------------------- Secretary or Assistant Secretary Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent ----------------------------------- Authorized Signatory Date of countersignature: 41 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto ______________________(Please print name and address of transferred) _____________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , . ----------------- ----- --------------------------------- Signature Signature Guaranteed: --------------------------- CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Alpha Industries Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events and a Section 11 (as such term is defined in the Shareholder Rights Agreement)a) (ii) Event. This Right Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Shareholder Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal above-mentioned office or offices of the Rights AgentAgent and are also available upon written request to the Company. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Share Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the Close of Business (subject to adjustment as provided such term is defined in the Shareholder Rights Agreement) payable in shares of Common on (i) the tenth day following the Stock or cash. The Company shall not Acquisition Date (as such time period may be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid extended pursuant to the registered holders Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. No fractional Preferred Shares will be issued upon the exercise of any Right Certificates with regard to which such fractional or Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise Share, which may, as the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company which (including Common Shares) that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________, 19__ ATTEST PHILADELPHIA SUBURBAN CORPORATION By: ----------------------------- ----------------------------- Secretary 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 ________________________________________ 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 ----------------- -------- ----------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Shares (or the amount of cash, property, Common Stock or other securities which securities) that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined those specified in Section 11(a)(ii) and Section 13 of the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject to adjustment i) the tenth business day following the Shares Acquisition Date and (ii) the Final Expiration Date (as provided such terms are defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights). In lieu of such fractional Rights, there shall be paid to the registered holders event that a majority of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction Board is no longer comprised of the current market value of a whole Right Continuing Directors (as defined in the Shareholder Rights Agreement. The Company will ), then for the maximum period allowed under Maryland law following the time that a majority of the Board is no longer comprised of Continuing Directors, the rights cannot be required redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the Board's decision to issue fractions redeem the rights. In addition, under certain circumstances, at any time after any person becomes an Acquiring Person, the Rights may be exchanged, in whole or in part, for 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 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 Preferred Shares will be issued upon the exercise of Preferred Stock any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock) upon exercise Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts) but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________________________. Attest: Global Self Storage, Inc. By: By: Name: Name: Title: Title: Countersigned: American Stock Transfer & Trust Company, LLC, as 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.) 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: ____________________ Signature Signature Medallion Guaranteed: Signatures must be medallion guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person, or an Affiliate or Associate thereof. Signature
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementAgree- ment). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon presentation and surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandth of a share of each of the Preferred Stock or other securities Stock--Series Sixth and Preferred Stock--Series Eighth as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon presentation and surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (i) the tenth business day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, subject to the provisions of the Rights Agreement, each Right evidenced by this Certificate may be exchanged by the Company at its option for one share of the applicable class or series (which the holder would be entitled to receive upon exercise thereof) of Common Stock (as such term is defined in the Rights Agreement) of the Company (subject to adjustment as provided in for any stock split, stock dividend or similar transaction) following the Shareholder Rights Agreement) payable in Stock Acquisition Date and prior to the time an Acquiring Person owns 50% or more of the shares of Common Stock or cashthen outstanding. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Stock--Series Sixth and Preferred Stock--Series Eighth will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Stock--Series Sixth and Preferred Stock--Series Eighth 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________ __, ____ ATTEST: SPRINT CORPORATION _____________________________ By: __________________________ Secretary Name: Title: Countersigned: UMB BANK, N.A. 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 any or all of the Rights represented by this Rights Certificate.) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name, address and social security or other identifying number of transferee) ______________ (____) of the Rights represented by this Rights Certificate, together with all right, title and interest in and to said Rights, and does hereby irrevocably constitute and appoint _____________________________ Attorney, to transfer the Rights on the books of Sprint Corporation, with full power of substitution. Dated: _____________, ____ _____________________________ Signature Signature Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (Sprint Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder This Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 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. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be 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 adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares of Common Stock or cashissuable upon such exchange. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence No fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. The Company, at 5 102 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 Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal above-mentioned office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates Certificate surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .05 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Shares 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 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 adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of __________________________. Attest: GRC INTERNATIONAL, INC. By:___________________________________ By:_____________________________________ Xxxxxx X. XxXxxx Xxxx X. Xxxxxx SVP, Dir. Corp Dev't, Gen. Cnsl & Sec. President and Chief Executive Officer Countersigned: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By:__________________________________ By:______________________________________ Printed Name:________________________ Printed Name:____________________________ Title:_______________________________ Title:___________________________________ [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT __________________ (to be executed by the registered holder if such holder desires to transfer the Right Certificates.) FOR VALUE RECEIVED _____________________________________ sells, assigns and transfers unto __________________________________________________. (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint as Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Date:___________________________________ ________________________________________ Signature Signature Guaranteed: Certificate ___________ The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights AgreementPlan, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Stock the Company's capital stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementPlan). This Right Certificate is Rights Certificate, and the Rights evidenced hereby, are subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementPlan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder and thereunder of the Rights Agent, the Company and the holders of the Right Rights Certificates, which limitations of rights include (without limitation) the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementPlan. In the event of any conflict or inconsistency between the terms, provisions and conditions of Rights as set forth in the Rights Plan and those described or set forth in this Rights Certificate, the terms, provisions and conditions set forth in the Rights Plan shall govern and prevail. Copies of the Rights Agreement Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 ____ per Right or (ii) may be exchanged in whole or in part for shares of Common Stock. The Rights Plan is also subject to adjustment as provided amendment and supplement by the Company, on the terms and conditions set forth in the Shareholder Rights Agreement) payable in Plan. No fractional shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred StockShare) will be issued upon the exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights AgreementPlan. No holder of this Right Rights Certificate shall be entitled to vote (or consent with respect to) or receive dividends or be deemed for any purpose the holder of the any Preferred Shares or shares of Preferred 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 Shareholder Rights Agreement Plan 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 or proceeding 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 Shareholder Rights AgreementPlan), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementPlan. This Right 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 and its corporate seal. Dated as of ______________, 19__ ATTEST:___________________________ ___________________, INC. By:_______________________________ By:_______________________________ 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) FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto _____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together will 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__ _____________________________________ Signature SIGNATURE GUARANTEE: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Ameripath Inc)
Event. As provided In certain circumstances described in the Shareholder Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number registered holder thereof to purchase capital stock of one two-hundredths of a share of Preferred Stock an entity other than the Company or receive common stock, cash or other securities which may be purchased upon assets of an entity other than the exercise of Company, all as provided in the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Agreement. The Rights Agreement). This Right Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights AgreementAgreement applicable to a Company Common Right, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices office of the Company and are available from the principal office or offices of the Rights AgentCompany upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Company Common Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Company Common Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 per Right (Company Common Right, payable at the Company's option in cash or other securities or property of the Company, subject to adjustment for certain events as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of No fractional shares of Series 1 Preferred Stock will be issued upon the exercise of any Company Common Right or Company Common Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Series 1 Preferred Stock). In , but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Series 1 Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.any
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for common stock of the Company or paired shares ("Paired Shares") of the Company's Common Stock and the common stock of Wyndham International, Inc. or Preferred Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 0.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares cash, common stock of Common Stock the Company, Paired Shares or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock stock upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Stock, the Company's Common Stock, Paired 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 as a document under corporate seal. Attested: PATRIOT AMERICAN HOSPITALITY, INC. By: By: -------------------------- ----------------------------- [Secretary or Assistant Secretary] Name: Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: [RIGHTS AGENT] By: -------------------------- Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ____________________________________ (Please print name and address of transferee) ____________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------------------- ------------------- ------- Signature Signature Guaranteed: --------------------- CERTIFICATE ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Patriot American Hospitality Inc/De)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal above-mentioned office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates Certificate surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .05 per Right at any time prior to the earlier of the close of business on (i) the tenth day following the Shares 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 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 adjustment as provided in such exchange) will terminate and the Shareholder Rights Agreement) payable in will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Common Stock or cash. The Company shall not will be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to issued upon the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the any Right or Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of evidenced hereby, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company and its corporate seal. Dated as of . Attest: GRC INTERNATIONAL, INC. By: By: ------------------------------------- ------------------------------ Xxxxxx X. XxXxxx Xxxx X. Xxxxxx SVP, Dir. Corp Dev't, Gen. Cnsl & Sec. President and Chief Executive Officer Countersigned: Attest: AMERICAN STOCK TRANSFER & TRUST COMPANY By: By: ----------------------------------- ----------------------------- Printed Name: Printed Name: --------------------------- ------------------- Title: Title: -------------------------------- -------------------------- [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT ------------------ (to be executed by the registered holder if such holder desires to transfer the Right Certificates.)
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term Events. ---------- /4/ Insert the date that is defined in the Shareholder Rights Agreement)tenth anniversary of the effective date of the Plan of Reorganization. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and at the principal office or offices of the Rights AgentCompany. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal stock transfer office of the Rights Agent, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject to adjustment as provided 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 exchanged, in the Shareholder Rights Agreement) payable whole or in part, for shares of the Common Stock Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preferred stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors of the Shareholder Company authorizing any such exchange, and without any further action or any notice, the Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions Rights which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stocknot subject to such exchange) upon exercise of will terminate and the Rights or will only enable holders to distribute certificates which evidence receive the shares issuable upon such exchange. No fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of Preferred Stock). In any Right or Rights evidenced hereby, but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment shall be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ---------- --, -----. Attest PRUDENTIAL FINANCIAL, INC. By ---------------------------- ----------------------------------------- Secretary Title: Countersigned: EQUISERVE TRUST COMPANY, N.A. By ---------------------------- Authorized Signature B-5 [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 Rights Agent, with full power of substitution. Dated: ___________, ____ Signature Signature Guaranteed:
Appears in 1 contract
Event. As provided in the Shareholder Rights AgreementPlan, the Purchase Price and the number and kind of one two-hundredths shares of a share of Preferred Common Stock or other securities capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights AgreementPlan). This Right Certificate is Rights Certificate, and the Rights evidenced hereby, are subject to all of the terms, provisions and conditions of the Shareholder Rights AgreementPlan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Rights Agreement Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder and thereunder of the Rights Agent, the Company and the holders of the Right Rights Certificates, which limitations of rights include (without limitation) the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementPlan. In the event of any conflict or inconsistency between the terms, provisions and conditions of Rights as set forth in the Rights Plan and those described or set forth in this Rights Certificate, the terms, provisions and conditions set forth in the Rights Plan shall govern and prevail. Copies of the Rights Agreement Plan are on file at the principal executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the Rights Agent. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the terms, provisions and conditions of the Shareholder Rights AgreementPlan, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right or (ii) may be exchanged in whole or in part for shares of Common Stock. Under certain circumstances set forth in the Rights Plan, the decision to redeem shall require the concurrence of a majority of the members of the full Board of Directors and a majority of any Independent Directors (as such term is defined in the Rights Plan). The Rights Plan is also subject to adjustment amendment and supplement by the Company, on the terms and conditions set forth in the Rights Plan. No fractional shares of 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 Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights AgreementPlan. No holder of this Right Rights Certificate shall be entitled to vote (or consent with respect to) or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder Rights Agreement Plan 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 or proceeding 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 Shareholder Rights AgreementPlan), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights AgreementPlan. This Right 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 and its corporate seal. Dated as of ______________, 19__ ATTEST: TRAVEL SERVICES INTERNATIONAL, INC. By:_________________________________ By:___________________________________ 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) FOR VALUE RECEIVED __________________________________________ hereby sells, assigns and transfers unto _____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together will 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
Appears in 1 contract
Samples: Share Purchase Rights Plan (Travel Services International Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions (as defined in the Rights Agreement) as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 .001 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to Close of Business on (i) the date on which such a Section 11(a)(ii) Event occurs and (ii) the Final Expiration Date. No fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise Stock Fractions, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of __________ __, 19__ ATTEST: Union Camp Corporation _______________________ By________________________ Secretary Title: Countersigned: _______________________ 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 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___ ___________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Union Camp Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price (in certain limited circumstances) and the number of one two-hundredths of a share and kind of Preferred Stock Shares or other securities which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (Events. In certain circumstances, and as such term is defined described in the Shareholder Rights Agreement), Common Shares, cash, property or other securities may be issued by the Company upon the exercise hereof in lieu of Preferred Shares. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal above-mentioned office of the Rights Agent and are also available upon written request to the Company. Subject to the provisions of the Rights Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right CertificateAgent designated for such purpose, with or without other Right Certificates, upon surrender at the principal office Form of Election and Certificate set forth on the Rights Agentreverse side duly executed, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 per Right (redeemed, subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares , at a redemption price of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute $.001 per Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of the Right Certificates with regard to which close of business on (i) the tenth Business Day following the Stock Acquisition Date (as such fractional Rights would otherwise time period may be issuable, an amount in cash equal extended pursuant to the same fraction Rights Agreement), (ii) the tenth Business Day after a determination that a Person is an Adverse Person, or (iii) the Final Expiration Date. Subject to the provisions of the current market value of a whole Right as defined in the Shareholder Rights Agreement, the Company may, at its option, at any time after a Section 11(a)(ii) Event, exchange all or part of the Rights evidenced by this Certificate for Preferred Share Fractions, or, upon an appropriate Section 24(a) election, Common Shares. The Company No fractional Preferred Shares will not be required to issue fractions issued upon the exercise of shares of Preferred Stock any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Share Fraction), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company (including Common Shares) which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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:____________________________ ATTEST:___________________________ VITAL IMAGES, INC. __________________________________ By:_____________________________________ Title:__________________________________ Countersigned: [RIGHTS AGENT] 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 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:________________________________ Enter taxpayer identification number of transferee ==================================== Tax ID #: ==================================== The signature must correspond in ==================================== every particular, without alteration, Sign here: with the name(s) as printed on your certificate. If acting in a special capacity (executor, administrator, custodian, etc.), the capacity must be indicated. ==================================== SIGNATURE GUARANTEED MEDALLION GUARANTEED* ___________________________________ (Authorized Signature)
Appears in 1 contract
Samples: Rights Agreement (Vital Images Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices above-mentioned office of the Company Rights Agent and are also available upon written request to the principal Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject i) the tenth day following the Stock Acquisition Date (as such time period-may be extended pursuant to adjustment the Rights Agreement), and (ii) the Final Expiration Date (as provided defined in the Shareholder Rights Agreement) payable in ). 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 cashseries of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid Subject to the registered holders provisions of the Right Certificates with regard to which such fractional Rights would otherwise be issuableAgreement, an amount in cash equal to the same fraction Board of Directors of the current market value 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 a whole one share of Common Stock per Right as defined in the Shareholder Rights Agreement(subject to adjustment). The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby, (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise Stock which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts, but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 1 contract
Samples: Rights Agreement (Flir Systems Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Marathon Rights evidenced by this Right Marathon Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Marathon Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Marathon Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Marathon Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company Rights Agent designated for such purpose and are also available upon written request to the principal Rights Agent. This Marathon Rights Certificate, with or without other Marathon Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Marathon Rights Certificate or Right Marathon Rights Certificates of like tenor and date evidencing Marathon Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Marathon Rights evidenced by the Right Marathon Rights Certificate or Right Marathon Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Marathon Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Marathon Rights Certificate or Right Marathon Rights Certificates for the number of whole Marathon Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Marathon Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Marathon Right (subject to adjustment payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as provided set forth in the Shareholder Rights Agreement) payable (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), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Marathon Rights may be exchanged, in whole or in part, for shares of Common Stock the Voting Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preference stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors authorizing any such exchange, and without any further action or any notice, the Shareholder Marathon Rights Agreement(other than Marathon Rights which are not subject to such exchange) will terminate and the Marathon Rights will only enable holders to receive the shares issuable upon such exchange. The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Marathon Right or Marathon Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. The Company, at its election, may require that a number of Marathon Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Right Marathon Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Marathon Right or Marathon Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Marathon 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 and its corporate seal. Dated as of , ------------- ----------- ATTEST: USX CORPORATION By ------------------------------ --------------------------- Secretary Title Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ------------------------- Authorized Signature [Form of Reverse Side of Marathon Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Marathon Rights Certificate) FOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto _________________________________________ -------------------------------------------------------------------- (Please print name and address of transferee) this Marathon Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________, Attorney, to transfer the within Marathon Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , ------------ ----- --------------------------- Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Marathon Oil Corp)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Steel Rights evidenced by this Right Steel Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Steel Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Steel Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Steel Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company Rights Agent designated for such purpose and are also available upon written request to the principal Rights Agent. This Steel Rights Certificate, with or without other Steel Rights Certificates, upon surrender at the office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Steel Rights Certificate or Right Steel Rights Certificates of like tenor and date evidencing Steel Rights entitling the holder to purchase a like aggregate number of shares one one-hundredths of a share of Preferred Stock or other securities as the Steel Rights evidenced by the Right Steel Rights Certificate or Right Steel Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Steel Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Steel Rights Certificate or Right Steel Rights Certificates for the number of whole Steel Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Steel Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.01 per Steel Right (subject to adjustment payable in cash or stock or any other form of consideration deemed appropriate by the Board of Directors as provided set forth in the Shareholder Rights Agreement) payable (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), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Steel Rights may be exchanged, in whole or in part, for shares of Common Stock the Voting Stock, or cash. The Company shall not be required to issue fractions shares of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders preference stock of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company having essentially the same fraction value or economic rights as such shares. Immediately upon the action of the current market value Board of a whole Right as defined in Directors authorizing any such exchange, and without any further action or any notice, the Shareholder Steel Rights Agreement(other than Steel Rights which are not subject to such exchange) will terminate and the Steel Rights will only enable holders to receive the shares issuable upon such exchange. The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Steel Right or Steel Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined 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 Right Steel Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Steel Right or Steel Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Steel 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 and its corporate seal. Dated as of , ---------- ----
Appears in 1 contract
Samples: Rights Agreement (Marathon Oil Corp)
Event. In certain circumstances described in the 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 Exchangeable Shares, cash or other assets, all as provided in the Rights Agreement. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share of Preferred Stock Exchangeable Shares or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Shareholder Rights Agreement)Event. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights AgentAgent and are available from the Rights Agent upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 U.S.$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), other than a Stock Acquisition Date that occurs as a result of a Qualifying Offer, or (ii) the Final Expiration Date. No fractional Exchangeable Shares will be issued upon the exercise of any Right (subject to adjustment or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Exchangeable 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 Shareholder 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 (except as provided in the Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or of subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of , JDS UNIPHASE CANADA LTD. Name: Xxxx Xxxxxxxx Title: Secretary Countersigned: CIBC MELLON TRUST COMPANY 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 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: Signature Signature Guaranteed:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one twoone-hundredths of a share of thousandth Preferred Stock Shares or other securities which that 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the principal office or above-mentioned offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. The portion of the legend shall be modified to apply to an Acquiring Person as applicable and shall replace the preceding sentence. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may may, but are not required to, be redeemed by the Company at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) ), payable in shares cash (or, in certain circumstances, Common Shares or any other form of Common Stock or cashconsideration deemed appropriate by the Company's Board of Directors). The Company shall not be required to issue fractions any fractional Preferred Shares will be issued upon the exercise of any Right or Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock evidenced hereby (other than fractions which are one twoone-hundredth thousandth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock) upon exercise Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depository receipts), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock Shares or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This 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 Company. Dated as of ______________ . AMERICAN BINGO & GAMING CORP. By: ------------------------------------ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By: ----------------------------------- Authorized Officer [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and ------------------------------ transfers unto this Right ------------------------------------------- Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney to transfer --------------- the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ----------------------- ----------------------------------------- Signature FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.) To: American Stock Transfer & Trust Company The undersigned hereby irrevocably elects to exercise Rights -------------- represented by this Right Certificate to purchase the Preferred Shares (or such other securities of the Company or of any other person which may be issuable upon exercise of the Rights) issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- (Please insert social security or other identifying number) Dated: ----------------------- ----------------------------------------- Signature CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one twoone-hundredths of a share of Preferred Stock Share or other securities which that 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock Shares or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock Shares or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are one twoone-hundredth hundredths or integral multiples of one twoone-hundredth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are one twoone-hundredth hundredths or integral multiples of one twoone-hundredth of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares other than fractions that are multiples of one twoone-hundredth of a share of Preferred StockShare, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock Share as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the signature of the proper officers of the Company and its corporate seal. Dated as of _____________, _____. (SEAL) ATTEST: NOVOSTE CORPORATION By:____________________________ By:__________________________ Name: Name: Title: Title: Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By:____________________________ Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ___________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________, _____ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ____________________________________ Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)
Appears in 1 contract
Samples: Rights Agreement (Novoste Corp /Fl/)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that 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 (as such term is defined in the Shareholder Rights Agreement)Events. This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and at the principal office or offices of the Rights AgentCompany. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate such number of shares of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid at any time prior to the registered holders earlier of (i) the Right Certificates with regard to which such fractional Rights would otherwise be issuableClose of Business on the tenth Business Day following the Stock Acquisition Date (or, an amount in cash equal if the Stock Acquisition Date shall have occurred prior to the same fraction Record Date, the Close of Business on the current market value of a whole Right tenth Business Day following the Record Date), and (ii) the Final Expiration Date (as such terms are defined in the Shareholder Rights Agreement). The Company will not In addition, under certain circumstances, the Rights may be required to issue fractions of exchanged, in whole or in part, for shares of Preferred Stock the Common Stock, or for one one- thousandth (other than fractions which are one two-hundredth or integral multiples of one two-hundredth 1/1000/th/) of a share of Preferred Stock) upon exercise Stock or of a share of a class of series of preferred stock of the Company having equivalent rights, preferences and privileges, 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 or (other than Rights that are not subject to distribute certificates which evidence such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Stock (other than fractions which that are one two-hundredth or integral multiples of one two-hundredth the fraction of a share for which a Right is then exercisable) will be issued upon the exercise of Preferred Stock). In any Right or Rights evidenced hereby, but in lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of thereof a share of Preferred Stockcash payment shall be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________ __, 2001. Attest: INSMED INCORPORATED
Appears in 1 contract
Samples: Rights Agreement (Insmed Inc)
Event. In certain circumstances described in the 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 Rights Agreement. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Shareholder Rights Agreement)Event. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights AgentAgent and are available from the Rights Agent upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 .001 per Right (subject as such amount may be adjusted pursuant to adjustment as provided in the Shareholder Rights Agreement), at any time prior to the earlier of the close of business on (i) payable in shares of Common the tenth business day following the Stock or cashAcquisition Date and (ii) the Final Expiration Date. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required exercisable until such time as the Company's right of redemption has expired. In addition, subject to issue fractions the provisions of the Rights Agreement, the Rights may be exchanged, in whole or in part, for Units of Preferred Stock or shares of the Common Stock of the Company. 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 Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one twoone-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 pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or of subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 __________ __, 20__ EYETECH PHARMACEUTICALS, INC. By: _________________________ Name: Title: By: _________________________ Name: Title: Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY as Rights Agent 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 _______________________________ 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: __________ __, ____ __________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:
Appears in 1 contract
Event. 1 The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Shares (or the amount of cash, property, Common Stock or other securities which securities) that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined those specified in Section 11(a)(ii) and Section 13 of the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Shares as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder 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 the close of business on (subject to adjustment i) the tenth business day following the Shares Acquisition Date and (ii) the Final Expiration Date (as provided such terms are defined in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights). In lieu of such fractional Rights, there shall be paid to the registered holders event that a majority of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction Board is no longer comprised of the current market value of a whole Right Continuing Directors (as defined in the Shareholder Rights Agreement. The Company will ), then for the maximum period allowed under Maryland law following the time that a majority of the Board is no longer comprised of Continuing Directors, the rights cannot be required redeemed unless there are Continuing Directors and a majority of the Continuing Directors concur with the Board's decision to issue fractions redeem the rights. In addition, under certain circumstances, at any time after any person becomes an Acquiring Person, the Rights may be exchanged, in whole or in part, for 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 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 Preferred Shares will be issued upon the exercise of Preferred Stock any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock) upon exercise Share, which may, at the election of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of Company, be evidenced by depositary receipts) but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 and its corporate seal. Dated as of ____________________________. By: By: Name: Name: Title: Title: American Stock Transfer & Trust Company, LLC, as Rights Agent By: [Authorized Signature] (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 _________________________________________________________________________ ____________________________________________________ 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: ____________________ Signature Signatures must be medallion guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person, or an Affiliate or Associate thereof. Signature
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number of one two-hundredths of a share and kind of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement). This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 holder of the Right CertificatesRights Certificate, 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 executive offices office of the Company Rights Agent as set forth in the Rights Agreement and are also available upon written request 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. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock or other securities Fractions as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at a redemption price of $.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
Appears in 1 contract
Event. As provided in the Shareholder Rights Agreement, the Purchase Exercise Price and the number of one two-hundredths shares of a share of Preferred Common 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 (as such term is defined in the Shareholder Rights Agreement). This Right Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices office of the Company and the principal designated office of the Rights Agent and are also available upon written request to the Company or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office or offices of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Common Stock or other securities as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. If this Right Certificate shall be exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder shall be entitled to receive this Right Certificate duly marked to indicate that such exercise has occurred as set forth in the Rights Agreement. Under certain circumstances, subject to the provisions of the Rights Agreement, the Board of Directors of the Company at its option may exchange all or any part of the Rights evidenced by this Certificate for shares of the Company's Common Stock at an exchange ratio (subject to adjustment) specified in the Rights Agreement. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.01 0.01 per Right (subject to adjustment as provided in the Shareholder Rights Agreement) payable in shares of cash, Common Stock or cashother consideration deemed appropriate by the Board of Directors). The Company shall is not be required obligated to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth stock upon the exercise of any Right or integral multiples of one two-hundredth of a share of Preferred Stock)Rights evidenced hereby. In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stock, If the Company elects not to issue such fractional shares, in lieu thereof a cash payment will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock be made, as defined provided in the Rights Agreement. No holder of this Right Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 as a document under corporate seal. Attested: BELLAVISTA CAPITAL, INC. By: _______________________ By: __________________________ [Secretary or Assistant Name: Secretary] Title: [Chairman, Vice Chairman, President or Vice President] Countersigned: MELLON INVESTOR SERVICES LLC, as Rights Agent By: _______________________ Date: _______________________ Name: Title: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ________________ hereby sells, assigns and transfers unto ________________ (Please print name and address of transferee) ________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________ Signature Signature Medallion Guaranteed: __________________________
Appears in 1 contract
Samples: Shareholder Rights Agreement (Bellavista Capital Inc)
Event. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced represented by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 Right Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the This Rights Agreement. Copies of the Certificate, with or without other Rights Agreement are on file Certificates, upon surrender at the principal executive offices of the Company and the principal office or offices of the Rights Agent. This Right Certificate, with or without other Right Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing representing Rights entitling the holder to purchase a like aggregate number of shares one one-thousandths of a share of Preferred Stock or other securities as the Rights evidenced represented by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced represented by this Certificate may may, in each case at the option of the Corporation, be (i) redeemed by the Company Corporation at its option at a redemption price of $.01 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock common stock, par value $.01 per share, of the Corporation and Class B Shares of beneficial interest, par value $.01 per share, of Starwood Hotels & Resorts, a Maryland real estate investment trust (the "Trust" and, together with the Corporation, "Starwood Hotels"), or cashother securities of Starwood Hotels. The Company shall not be required to issue fractions Immediately upon the action of the Board of Directors of the Corporation authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights represented hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are integral multiples of one twoone-hundredth thousandth of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Corporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which Corporation that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced represented by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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. Dated as of _______ __, ____ ATTEST: STARWOOD HOTELS & RESORTS WORLDWIDE, INC. ____________________________ By:____________________________ Secretary Name: Title: Countersigned: ChaseMellon Shareholder Services, L.L.C. By:____________________________ Name: Title: B-4 55 [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 Corporation, with full power of substitution. Dated: ___________________, _______________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)
Event. As provided in the Shareholder Amended and Restated Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities which that may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Shareholder Rights Agreement)Events. This Right Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Amended and Restated Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder Amended and Restated 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 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Amended and Restated Rights Agreement. Copies of the Amended and Restated Rights Agreement are on file at the principal executive offices above-mentioned office of the Company Rights Agent and the principal office or offices of are also available upon written request to the Rights Agent. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office office(s) of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares 1/100 of a share of Preferred Stock or other securities as the Rights evidenced by the Right Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchase. If this Right Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Amended and Restated Rights Agreement, the Rights evidenced by this Certificate may may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 .001 per Right or (subject to adjustment as provided ii) exchanged in the Shareholder Rights Agreement) payable whole or in part for shares of Common Stock or cashother securities of the Company. The Immediately upon the action of the Board of Directors of the Company shall not be required to issue fractions authorizing redemption, the Rights will terminate and the only right of the holders of Rights or will be to distribute Right Certificates which evidence fractional Rightsreceive the redemption price. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right as defined in the Shareholder Rights Agreement. The Company will not be required to issue fractions of shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are integral multiples of one two-hundredth 1/100 of a share of Preferred Stock, the Company will pay to the registered holders of Right Certificates which may, at the time such Rights are exercised an amount in cash equal to the same fraction election of the current market value of one share of Preferred Stock Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as defined provided in the Amended and Restated Rights Agreement. No holder of this Right Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the shares of Preferred Stock or of any other securities of the Company which that may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Amended and Restated 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 Shareholder Amended and Restated Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Amended and Restated Rights Agreement. This Right 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.
Appears in 1 contract
Samples: Rights Agreement (THQ Inc)
Event. In certain circumstances described in the 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 Rights Agreement. As provided in the Shareholder Rights Agreement, the Purchase Price and the number and kind of one two-hundredths of a share shares of Preferred Stock or other securities securities, which may be purchased upon the exercise of the Rights evidenced by this Right Rights Certificate are subject to modification and adjustment upon the happening of certain events, including a Triggering Events (as such term is defined in the Shareholder Rights Agreement)Event. This Right Rights Certificate is subject to all of the terms, provisions terms and conditions of the Shareholder Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Shareholder 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 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 executive offices of the Company and the principal office or offices of the Rights AgentAgent and are available from the Rights Agent upon written request. This Right Rights Certificate, with or without other Right Rights Certificates, upon surrender at the principal office of the Rights AgentAgent designated for such purpose, may be exchanged for another Right Rights Certificate or Right Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of shares Rights equal to the aggregate number of Preferred Stock or other securities as the Rights evidenced by the Right Rights Certificate or Right Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Right Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Right Rights Certificate or Right Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.01 per Right Right, at any time prior to the earlier of the close of business on (subject i) the tenth business day following the Stock Acquisition Date (as such time period may be extended pursuant to adjustment as provided in the Shareholder Rights Agreement) payable and (ii) the Final Expiration Date. In addition, the Rights may be exchanged, in whole or in part, for shares of the Common Stock or cash. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to Company. Immediately upon the same fraction action of the current market value 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. Under certain circumstances set forth in the Rights Agreement, the decision to redeem the Rights shall require the concurrence of a whole Right as defined in majority of the Shareholder Rights AgreementDirectors. The Company will not be required to issue fractions of No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are one two-hundredth or integral multiples of one twoone-hundredth of a share of Preferred Stock) upon exercise of the Rights Stock or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are one two-hundredth or integral multiples of one two-hundredth of depositary receipts representing such fractions), but in lieu thereof a share of Preferred Stock). In lieu of fractional shares of Preferred Stock other than fractions that are multiples of one two-hundredth of a share of Preferred Stockcash payment will be made, the Company will pay to the registered holders of Right Certificates at the time such Rights are exercised an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock as defined provided in the Rights Agreement. No holder of this Right Certificate Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the 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 Shareholder 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 Shareholder Rights Agreement), or to receive dividends or other distributions or to exercise any preemptive or of subscription rights, or otherwise, until the Right or Rights evidenced by this Right Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement. This Right 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 ______________, _______ SAGE, INC. By: Name: Title: President By: Name: Title: Secretary as Rights Agent By: Name: Title: 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 ________________________ ________________________________________________ Signature Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:
Appears in 1 contract
Samples: Rights Agreement (Sage Inc/Ca)
