Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date, 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 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 integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 3 contracts
Samples: Rights Agreement (American Apparel, Inc), Rights Agreement (American Apparel, Inc), Rights Agreement (American Apparel, Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier earliest of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date, and Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period referenced in clause (i) above, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value or economic rights as such sharesand there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 3 contracts
Samples: Rights Agreement (C3 Inc /Nc/), Rights Agreement (C3 Inc /Nc/), Rights Agreement (C3 Inc /Nc/)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenshares (in one-thousandths hundredth (.01) of a share increments) of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right in cash or in shares of Common Stock at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral multiples of one tenone-thousandth hundredth (.01) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 3 contracts
Samples: Rights Agreement (Midway Games Inc), Rights Agreement (Midway Games Inc), Rights Agreement (Midway Games Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or such later date as may be determined by action of the Board, and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral integral-multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 3 contracts
Samples: Rights Agreement (Cambridge Technology Partners Massachusetts Inc), Rights Agreement (Cambridge Technology Partners Massachusetts Inc), Rights Agreement (Cambridge Technology Partners Massachusetts Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal offices of the Rights Agent Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day (10th) day following the Stock Acquisition DateDate (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 Datecircumstances, the Rights may be exchangedexchanged by the Corporation, in whole or in part, for shares of the Common Stock, Stock or shares of preferred stock Preferred Stock of the Company Corporation 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 that 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock 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 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 Corporation 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Culp Inc), Rights Agreement (Culp Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at the principal an office or offices of the Rights Agent designated for such purposepurpose and subject to the terms and conditions set forth in the Rights Agreement, any Rights Certificate or Certificates may be transferred or exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Rights as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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 exercisedsurrendered. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by Board of Directors of the Company may, at its option at a redemption price of $.001 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day following day after the Stock Share Acquisition Date, Date (or such later date as a majority of the Continuing Directors may designate prior to such time as the Rights are no longer redeemable) and (ii) the Final Expiration Date. In addition, under certain circumstances following redeem all but not less than all the Stock Acquisition Datethen outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangedate hereof. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyIf this Right Certificate shall be exercised in part, at its election, may require that a the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights be exercised so that only whole shares of Preferred Stock would be issuednot exercised. No holder of this Rights Right Certificate shall be entitled to vote or vote, 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, hereof nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Shareholders Rights Agreement (Euroseas Ltd.), Stockholders Rights Agreement (Nordic American Tanker Shipping LTD)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which Common Shares that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day fifteenth day following the Stock Share Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole reinstated if an Acquiring Person reduces his beneficial ownership to 10% or in part, for shares less of the outstanding Common Stock, Shares in a transaction or shares series of preferred stock of transactions not involving 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 exchangeCompany. No fractional shares of Preferred Stock Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends distributions or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which Common Shares that may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ---------------------- ----- ATTEST: AMERICAN APPAREL, INC. KANEB SERVICES LLC By ----------------------------------- -------------------------- Secretary Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Kaneb Services LLC), Rights Agreement (Kaneb Services LLC)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and the date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Shares Acquisition Date, 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 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 integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Semx Corp), Rights Agreement (Lillian Vernon Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .05 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such number of days may be extended), and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Disinterested Directors. Thereafter, the Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to shares of the Common Stock, Voting Stock representing 10% or shares of preferred stock less of the Company having essentially Voting Power in a transaction or series of transactions not involving 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 exchangeCompany. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPARELXxxxxxxxx World Industries, INC. Inc. By -------------------------------- ------------------------- Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY Chemical Mellon Shareholder Services, L.L.C. By FOR VALUE RECEIVED ------------------------------------ Authorized Signature FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: XXXXXXXXX WORLD INDUSTRIES, INC. The undersigned hereby sells, assigns irrevocably elects to exercise ---------------- Rights represented by this Rights Certificate to purchase the shares of Series One of Class A 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 transfers unto 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, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within named Company, with full power name of substitution. and delivered to: Please insert social security or other identifying number ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ ------------------------------------------------------------------------ Dated: , , -------------------- ----- --------------------------------- Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 2 contracts
Samples: Rights Agreement (Armstrong World Industries Inc), Rights Agreement (Armstrong World Industries Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral integral- multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Cytyc Corp), Rights Agreement (Cytyc Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day twentieth day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole reinstated if an Acquiring Person reduces his beneficial ownership to 10% or in part, for less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPARELXXXXXX GREETING, INC. By _______________________ By: ____________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By THE BANK OF NEW YORK By:______________________________ Authorized Signatory Date: ___________________ [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 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 (Gibson Greetings Inc), Rights Agreement (Gibson Greetings Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .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, under certain circumstances following the Stock Acquisition Date, the Rights or 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 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:Rights
Appears in 2 contracts
Samples: Rights Agreement (Integrated Defense Technologies Inc), Rights Agreement (Integrated Defense Technologies Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier earliest of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date, and Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period referenced in clause (i) above, the Rights Company's right of redemption may be exchangedreinstated if an Acquiring Person reduces his beneficial ownership to less than 15% (or, in whole the case of the Grandfathered Stockholder, 25% or in part, for less) of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value or economic rights as such sharesand there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Nexmed Inc), Shareholder Rights Agreement (Nexmed Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. After the Expiration of the redemption period, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. In addition, under certain circumstances following the Stock Acquisition DateCompany may redeem the Right's after the above ten day period and prior to a Triggering Event, incidental to a merger or other business combination involving the Rights may be exchanged, in whole Company or in part, for shares of the Common Stock, reorganization or shares of preferred stock restructuring of the Company having essentially which the same value or economic rights majority of "Continuing Directors" (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, defined in the Rights (other than Rights which are not subject to such exchangeAgreement) will terminate and concurs is in the Rights will only enable holders to receive the shares issuable upon such exchangebest interest of stockholders. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers officer of the Company and its corporate seal. Dated as of _____________________, 1996 ATTEST: AMERICAN APPARELMATRIA HEALTHCARE, INC. By ______________________________ By:_________________________ Secretary Title: :___________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By [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 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 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); (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 Affiliate or Associate of an Acquiring Person. Dated:___________________,19__ __________________________ Signature Signature Guaranteed:
Appears in 2 contracts
Samples: Rights Agreement (Matria Healthcare Inc), Rights Agreement (Matria Healthcare Inc)
Event. For purposes of The Rights evidenced by this paragraph, a person Right Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualifi cation to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares one one-hundredths of a share of Preferred Stock or the number and kind of other securities, securities which may be purchased upon the exercise of the Rights evidenced evi denced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Eventsinclud ing Section 11(a)(ii) Events and Section 13 Events (as de fined in the Rights Agreement). This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, as it may be amended from time to time, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference refer ence is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Right Certificates, which limitations of rights include in clude 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 above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purposeAgent, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Pre ferred Stock as the Rights evidenced by the Rights Certificate Right Certifi cate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed re deemed by the Company at its option at a redemption price of $.001 .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 Time (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 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 integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided defined in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:) and
Appears in 2 contracts
Samples: Rights Agreement (Owens Corning), Rights Agreement (Owens Corning)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, and the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (iiwith the concurrence of a majority of the Continuing Directors), or(ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral integral- multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Marcam Corp), Rights Agreement (Marcam Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. In certain circumstances described in the 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 Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal executive offices of the Rights Agent Company and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths 1/1,000s of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day business day following the Stock Acquisition DateDate (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 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 integral multiples of one ten-thousandth 1/1,000 of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:---------------
Appears in 2 contracts
Samples: Rights Agreement (Agritope Inc), Rights Agreement (Agritope Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Class A Rights evidenced by this Class A Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Class A Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates and the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class A Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at with the above-mentioned office Secretary of the Rights Agent Company and are also available upon written request to the Companyrequest. This Class A Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class A Rights Certificate or Class A Rights Certificates of like tenor and date evidencing Class A Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Class A Rights evidenced by the Class A Rights Certificate or Class A Rights Certificates surrendered shall have entitled such holder to purchase. If this Class A Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class A Rights Certificate or Class A Rights Certificates for the number of whole Class A Rights not exercised. Subject to the provisions of the Rights Agreement, the Class A Rights evidenced by this Class A Rights Certificate may be redeemed by the Company at its option at a redemption price of $.001 .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 DateDate (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, 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 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 Class A Right or Class A Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Class A Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class A Right or Class A Rights evidenced by this Class A Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class A Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 2 contracts
Samples: Rights Agreement (Travelers Property Casualty Corp), Rights Agreement (Travelers Property Casualty Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN APPARELDELTA WOODSIDE INDUSTRIES, INC. By Inc. By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: _______________________________ Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY 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 Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: , _________________ 20___ ______________________________ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:____________________
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Delta Woodside Industries Inc /Sc/), Shareholder Rights Agreement (Delta Woodside Industries Inc /Sc/)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN APPARELRyan's Restaurant Group, INC. By TitleInc. By: By: --------------------------- ----------------------------- Secretary [President] Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By COMPANY, as Rights Agent ------------------------------------ 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: , -------------------------- ------------------------------- Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:____________________
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Ryans Restaurant Group Inc), Shareholder Rights Agreement (Ryans Restaurant Group Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies A copy of the Rights Agreement are is on file at the above-mentioned office of the Rights Agent Company and are 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If the Rights evidenced by 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. Under certain circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. 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 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 integral multiples of one tenone-thousandth (1/1,000) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________, 20__. ATTEST: AMERICAN APPARELEMBREX, INC. By By: By: Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By [RIGHTS AGENT] By: Name: Title: 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 within-named Company, Company with full power of substitution. Dated: ______________________, 20__ Signature Signature Guaranteed: __________________________ The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Embrex Inc /Nc/)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents and a Section 11 (a) (ii) Event. This Rights Certificate is subject to all of the terms, provisions covenants and conditions restrictions of the Rights Agreement, which terms, provisions covenants and conditions restrictions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Share Fractions as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close Close of business Business (as such term is defined in the Rights Agreement) on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing Directors. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred StockShare, which may, at as the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________, ATTEST: AMERICAN APPAREL19__ ATTEST SAFEGUARD SCIENTIFICS, INC. By ____________________ By_______________________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By Countersigned CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By____________________ Authorized Signature B-4 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 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier earliest of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date, and Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period referenced in clause (i) above, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 20% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value or economic rights as such sharesand there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementAgreement and any amendments thereto, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Board of Directors at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following day after the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, as such term is defined in the Rights may be exchangedAgreement, in whole or in part, for shares such later date as a majority of the Common Stock, or shares of preferred stock of Continuing Directors then in office may determine while 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 exchangeRights are redeemable, 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 exchangeunder limited circumstances thereafter. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by manual or facsimile signature by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of __________________, ATTEST: AMERICAN APPAREL____ CENTOCOR, INC. By ____________________ By____________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By BANKBOSTON, N.A., as Rights Agent By____________________________ Authorized Signature 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the within Rights Right Certificate on the books of the within 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
Samples: Rights Agreement (Centocor Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Class B Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of 127 the Rights Agent, the Company and the holders of the Class B Rights Certificates and the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at with the above-mentioned office Secretary of the Rights Agent Company and are also available upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B Rights evidenced by this Class B Certificate may be redeemed by the Company at its option at 128 a redemption price of $.001 .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 DateDate (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 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 Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Class B Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription 129 rights, or otherwise, until the Class B Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 130 WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ __, 19__ ATTEST: AMERICAN APPAREL, INC. Conoco Inc. By Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY First Chicago Trust Company of New York By Authorized Signature 131 [Form of Reverse Side of Class B Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Class B Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, Signature 199__ Signature Guaranteed: Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Conoco Inc /De)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of shares of Series A Preferred Stock or other capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Series A Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .000001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, Date (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be exchanged, in whole reinstated if an Acquiring Person or in part, for an Adverse Person reduces his beneficial ownership to less than 10% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: AMERICAN APPARELCHS ELECTRONICS, INC. By _________________________________ By:_____________________________ Secretary Title: Countersigned: CONTINENTAL STOCK INTERWEST TRANSFER & TRUST COMPANY By 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 unto______________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with will all right, title and interest therein, and does hereby irrevocably constitute and appoint appoint_____________________________ Attorney, to transfer the within Rights Certificate on the books of the within 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: Preferred Stock Purchase Rights Agreement (CHS Electronics Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which cash or other assets that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredth of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right Right, payable in cash, Common Stock or other consideration, at any time prior to until the earlier of the close of business on of: (i) the tenth Business Day ten days following the Stock Acquisition DateDistribution Date (as such term is defined in the Rights Agreement), and or as such time period may be extended pursuant to the Rights Agreement, or (ii) the Final Expiration DateDate (as such term is defined in the Rights Agreement). In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole reinstated if an Acquiring Person reduces his beneficial ownership to 10% or in part, for less of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving 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 (of its Subsidiaries and there are no other than Rights which persons who are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeAcquiring Persons. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (American Bankers Insurance Group Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Eventsa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 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 (ia) the tenth Business Day day following the Stock Acquisition Date, and Date (iias such time period may be extended or shortened pursuant to the Rights Agreement) or (b) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition DateThe foregoing notwithstanding, the Rights generally may not be exchanged, redeemed for one hundred eighty (180) days following a change 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 a majority of the Board as a result 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 exchangea proxy contest. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate 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 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 from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. Common This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _________ ___ , _____ ATTEST: AMERICAN APPARELROBOTIC VISION SYSTEMS, INC. By _______________________ By____________________________________ Secretary Title: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By CO. By__________________________ Authorized Signature A-4 58 [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.) Please print social security or other identifying number of the transferor:___________________________________________ FOR VALUE RECEIVED RECEIVED______________________________________________________________ hereby sells, assigns and transfers unto 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 within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:____________________ ____________________________________________ Signature
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one-one ten-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two-thirds of the Company's Board of Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated if the Acquiring Person reduces its beneficial ownership to 15% 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 a two-thirds vote of the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, for shares at an exchange ratio of the one share of Common StockStock (or, or shares of preferred stock in certain circumstances, other equity securities of the Company having essentially which are deemed by the Company's Board of Directors to have the same value or economic rights as such shares. Immediately upon the action shares of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Common Stock) per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one-one ten-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPAREL, --------------------- ------- C-3 57 ARRAY BIOPHARMA INC. By By: ---------------------------------------- Name: --------------------------------- Title: -------------------------------- Attest: By: ---------------------------------------- Name: --------------------------------- Title: -------------------------------- Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By FOR VALUE RECEIVED hereby sellsDated as of , assigns and transfers unto this --------------------- ------- Computershare Trust Company, Inc. as rights agent By: --------------------------------------- Authorized Signatory C-4 58 [Form of Reverse Side of Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, ] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires 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:Certificate.)
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. suspen- This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths thousandth of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day business day following the Stock Acquisition DateDate (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 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 integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:any
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (ia) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (iib) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights Continuing Directors (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, term is defined in 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 exchangeAgreement). No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________________, 19__ ATTEST: AMERICAN APPAREL, INC. By COLUMBUS McKINNON CORPORATION _________________________ By:________________________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By FOR VALUE RECEIVED hereby sells, assigns and transfers unto this By:______________________ Authorized Signature [Form of Reverse Side of Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, ] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires 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:Certificate.)
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated if an Acquiring Person reduces his beneficial ownership to 5% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and 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, for shares at an exchange ratio of the one share of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Stock per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________ ___, ATTEST_______ Startec Global Communications Corporation By:________________________________ Name:______________________________ Title:_____________________________ Attest: AMERICAN APPAREL, INC. By Title: ________________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By _______________________ _______________________ 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 RECEIVED______________________________________________ hereby sells, assigns and transfers unto 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 within-named Company, with full power of substitution. Dated: :_________________________, ______ _________________________________ 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 Person (as such terms are defined pursuant to 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 any such Person. Dated:_________________________, _________ ________________________________ Signature Signature Guaranteed:
Appears in 1 contract
Samples: Rights Agreement (Startec Global Communications Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN DELTA APPAREL, INC. By By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: ____________________________ Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY 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 Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: , _________________ 20___ ______________________________ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:____________________
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights AgreementTax Benefits Preservation Plan, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementTax Benefits Preservation Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Preservation Plan reference is hereby made for a full description of the rights, limitations of rights, liabilities, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementTax Benefits Preservation Plan. Copies of the Rights Agreement Tax Benefits Preservation Plan are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the 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 $.001 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition Date, 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 that 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 Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights AgreementTax Benefits Preservation Plan. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Common Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Preservation Plan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Preservation Plan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights AgentAgent (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: AMERICAN APPARELTRIUMPH GROUP, INC. By Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & COMPUTERSHARE TRUST COMPANY 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 ,_ Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Tax Benefits Preservation Plan
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenshares (in one-thousandths hundredth (.01) of a share increments) of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right in cash or in shares of voting Common Stock at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral multiples of one tenone-thousandth hundredth (.01) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By WMS HOTEL CORPORATION _____________________________ By:________________________ Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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 RECEIVED______________________________________________________________ hereby sells, assigns and transfers unto 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 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
Samples: Rights Agreement (WMS Hotel Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares Shares of Preferred Stock or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned principal office of the Company and the designated office of the Rights Agent and are also available upon Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share Shares of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is 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 at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common stock, par value $0.01 per share (the "Common Stock"), or Preferred Stock at an exchange ratio (subject to adjustment) of one share of Common Stock or one one-thousandth of a share of Preferred Stock, per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day following the payable in cash, Common 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 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 other consideration considered appropriate by the Board of Directors of the Directors). The Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are is not subject obligated to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be Right Certificate, as such, is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock, Common 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _______ __________________, ATTEST: AMERICAN APPAREL________. THORNBURG MORTGAGE, INC. By ., a Xxxxxxxx corporation By: ------------------------------------ Name: ---------------------------------- Title: Countersigned--------------------------------- COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By Mellon Investor Services LLC, a New Jersey limited liability 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 Certificate) FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto unto________________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney_________________________________ as attorney-in-fact, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: __________________, Signature Signature Guaranteed______ Signature__________________________ Social Security or other identifying taxpayer number of transferee: THE SIGNATURE (S) SHOULD 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 S.E.C. RULE 17Ad-15. CERTIFICATE (APPLICABLE TO FORM OF ASSIGNMENT) The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Thornburg Mortgage Inc)
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two- thirds of the Board of Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated 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. 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, for shares at an exchange ratio of the one share of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Stock per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ____ ATTEST: AMERICAN APPAREL, INC. By HMC MERGER CORPORATION By:________________________________ By:________________________________ Name: Name: Title: CountersignedTitle: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By COUNTERSIGNED: THE BANK OF NEW YORK By:________________________________ Name: Title: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _____________________________________________ 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 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 (HMC Merger Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option Board of Directors at a redemption price of $.001 .005 per Right at any time prior to the earlier Close of the close of business Business on (i) the tenth Business Day following day after the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, as such term is defined in the Rights may be exchanged, in whole Agreement (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 such later date as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchangemay determine). Subject to the provisions of the Rights Agreement, and without any further action the rights evidenced by this Right Certificate may be exchanged in whole or part for shares of Common Stock or Special Common Stock or fractional shares of Preferred Stock (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 exchangesubstantially similar series of preferred stock). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, Any of the provisions of the Rights Agreement may require that a number be amended by the Board of Directors of the Company in any respect whatsoever up until the Distribution Date and thereafter in certain respects which do not adversely affect the interests of holders of Rights be exercised so that only whole shares of Preferred Stock would be issuedCertificates (other than an Acquiring Person or the Affiliates or Associates thereof) and which does not increase the Rights Agent's duties, liabilities or obligations. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tentwo-thousandths hundredths of a share of Preferred Stock Share as the Rights evidenced by the Rights Right Certificate or Rights Right Certificates surrendered shall have then entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may (i) may, but are not required to, be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior Right, subject to adjustment as provided in the earlier of the close of business on (i) the tenth Business Day following the Stock Acquisition DateRights Agreement, payable in cash, and (ii) may, but are not required to, be exchanged by the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, Company in whole or in part, part for Common Shares (as such term is defined in the Rights Agreement) or other shares of the Common Stock, or shares of preferred capital stock of the Company having essentially the same value or economic rights as such sharesCompany. Immediately upon the action of the The Board of Directors of the Company authorizing and the Company shall not have any such exchange, and without liability to any further action person as a result of the redemption or any notice, exchange of the Rights (other than Rights which are not subject pursuant to such exchange) will terminate and the provisions of the Rights will only enable holders to receive the shares issuable upon such exchangeAgreement. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions fractional shares which are integral multiples of one tentwo-thousandth hundredth of a share Preferred Share, or, if a Right shall then be exercisable for a fraction other than one two-hundredth of a Preferred StockShare, integral multiples of that fraction, which may, at the election of the Company, be evidenced by depositary receipts), but if in lieu thereof a cash payment will be is made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of the 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned countersigned, manually or by facsimile signature, by the Rights Agent. WITNESS the manual or facsimile signature signatures of the proper officers of the Company and its corporate sealCompany. Dated as of _________________, ATTEST: AMERICAN APPAREL____. XXXXX COMPANY, INC. By By: ------------------------------------ Title: --------------------------------- And: ----------------------------------- Title: --------------------------------- Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: ------------------------------------ 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ Attorney, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: ___________________, ____ ------------------------------------ Signature Signature Guaranteed: The undersigned hereby certifies Signatures must be guaranteed by checking a member firm of a registered national securities exchange, a member of the appropriate boxes that:National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or by an eligible guarantor institution (bank, stockbroker, savings and loan association or credit union with membership in an approved signature guaranty medallion program), pursuant to Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Samples: Rights Agreement (Bemis Co Inc)
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights may be exchanged(other than Rights owned by such Acquiring Person which have become void), in whole or in part, for at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPARELSUNRISE SENIOR LIVING, INC. By By: Name: Title: By: Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By Dated as of , , as rights agent By: Authorized Signatory (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 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredth's of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (ia) the tenth Business Day following the Stock Acquisition Datefirst occurrence of a Triggering Event, and (iib) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or (ii) may be exchanged, exchanged by the Company in whole or in part, part for shares of the Common Preferred Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only 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 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareowners (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______________, 19__ ATTEST: AMERICAN APPAREL, INC. By XXXXXXX PHARMACEUTICAL CORPORATION _________________________ By:______________________________ Name: Name: Title: Title Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:COMPANY
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one-one ten-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, for shares at an exchange ratio of the one share of Common StockStock (or, or shares of preferred stock in certain circumstances, other equity securities of the Company having essentially which are deemed by the Company's Board of Directors to have the same value or economic rights as such shares. Immediately upon the action shares of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Common Stock) per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one-one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPAREL_____________,_______ REGENT COMMUNICATIONS, INC. By By:__________________________ Name:________________________ Title: :_______________________ By:__________________________ Name:________________________ Title:_______________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By Dated as of _____________,_______ FIFTH THIRD BANK 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 within-named Company, with full power of substitution. Dated: , :______________________ _____________________________________ Signature Signature Guaranteed: The undersigned hereby certifies Signatures must be guaranteed by checking a participant in an "eligible guarantor institution" as defined in Rule 17-Ad15 promulgated under the appropriate boxes that:Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier earliest of the close of business on (i) the tenth Business Day business day following the Stock Acquisition Date, (ii) the tenth business day following the a declaration by the Board of Directors that a Person is an Adverse Person, or, if later, the date such Person acquires beneficial ownership of 10% or more of the outstanding Common Stock, and (iiiii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value and there are no other Acquiring Persons or economic rights as such sharesAdverse Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one-one ten-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, for shares at an exchange ratio of the one share of Common StockStock (or, or shares of preferred stock in certain circumstances, other equity securities of the Company having essentially which are deemed by the Company's Board of Directors to have the same value or economic rights as such shares. Immediately upon the action shares of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Common Stock) per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one-one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPAREL----------------- ------- INFORMAX, INC. By By: -------------------------------- Name: ------------------------------ Title: ----------------------------- By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Countersigned: CONTINENTAL Dated as of , ----------------- ------- AMERICAN STOCK TRANSFER & TRUST COMPANY By as Rights Agent By: ------------------------------- Authorized Signatory 66 [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 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
Samples: Rights Agreement (Informax Inc)
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period-may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchangedreinstated 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. Subject to the provisions of the Rights Agreement, 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, for shares at an exchange ratio of the one share of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Stock per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby hereby, (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, Stock which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC19 . By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:------------------ ---
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights AgreementTax Benefits Plan, the Purchase Price and the number and kind of shares of Series B Preferred Stock or other securities, securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Eventsa Section 11(a)(ii) Event. In certain circumstances described in the Tax Benefits Plan, the Class B Rights evidenced hereby may entitle the registered holder thereof to receive common stock, cash or other assets, all as provided in the Tax Benefits Plan. This Class B Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class B Rights AgreementCertificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Rights Agreement Tax Benefits Plan are on file at the above-mentioned office of the Rights Agent designated for such purpose and are also available from the Rights Agent upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Class B Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one ten-thousandths Class B Rights equal to the aggregate number of a share of Preferred Stock as the Class B Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Class B Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Plan, the Class B Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.001 0.001 per Class B Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date. In addition, under certain circumstances following subject to the Stock Acquisition Dateprovisions of the Tax Benefits Plan, at the option of the Company, the Class B Rights may be exchanged, in whole or in part, for Units of Series B Preferred or shares of the Class B Common Stock, or shares of preferred stock Stock of the Company having essentially the same value or economic rights as such sharesother consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Class B Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Series B Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockSeries B Preferred, which may, at the election of the Company, Company be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issuedTax Benefits Plan. No holder of this Class B Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series B Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class B 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 sealCompany. Dated as of , ATTESTICO Global Communications (Holdings) Limited Countersigned: AMERICAN APPAREL, INC. By By: Mellon Investor Services LLC Name: as Rights Agent Title: CountersignedBy: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By By: Name: Name: Title: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto unto: (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Class B Rights Certificate on the books of the within within-named Company, with full power of substitution. Dated: , Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (ICO Global Communications (Holdings) LTD)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of shares of Series A Preferred Stock or other capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Series A Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .000001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, Date (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of at least 80% 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 members of the Board of Directors of the Company authorizing any such exchange, and without any further action or any noticeCompany. After the expiration of the redemption period, the Rights (other Company's right of redemption may be reinstated if an Acquiring Person or an Adverse Person reduces his beneficial ownership to less than Rights which are 10% of the outstanding shares of Common Stock in a transaction or series of transactions not subject to such exchange) will terminate and involving the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: AMERICAN APPAREL________________________ CHS ELECTRONICS, INC. By ______________________________________ By: _____________________________ Secretary Title: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By 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 unto_____________________________________________ ______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with 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 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
Samples: 1998 Preferred Stock Purchase Rights Agreement (CHS Electronics Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securi- ties which may be purchased upon the exercise of the Rights evidenced evi- denced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsTrig- xxxxxx Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions pro- visions and conditions of the Rights Agreement, which terms, provisions pro- visions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement Agreements are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights CertificatesCer- tificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates Certificate of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to before the earlier of the close of business on (ia) the tenth twentieth Business Day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (iib) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights Date or (ii) may be exchanged, exchanged in whole or in part, part for shares of the Company's Common Stock, or shares of preferred stock Stock and/or other equity securities of the Company having essentially deemed to have the same value or economic rights as such sharesshares of Common Stock. Immediately upon After the action expiration of the Board redemption period, the Company's right of Directors redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or less of the Company authorizing any such exchange, and without any further action outstanding shares of Common Stock in a transaction or any noticeseries of transactions not involving the Company. Under certain circumstances set forth in the Rights Agreement, the Rights (other than Rights which are not subject decision to such exchange) will terminate and redeem shall require the Rights will only enable holders to receive concurrence of a majority of the shares issuable upon such exchangeContinuing 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the CompanyCom- pany, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be by 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 stock- holders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , Dated: ATTEST: AMERICAN APPARELVIDEOLAN TECHNOLOGIES, INC. By_________________________ By Title: Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxxx Secretary Chairman of the Board Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or receive common stock, cash or other securitiesassets of an entity other than the Company, which may be purchased upon the exercise of all as provided in the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsAgreement. This The Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementAgreement applicable to a Class A Common Right, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the Rights Agent Company and are also available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one ten-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Class A Common Rights not exercised. Subject to the provisions of the Rights Agreement, the Class A Common Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.001 .01 per Right Class A Common Right, payable at any time prior to the earlier Company's option in cash or other securities or property of the close of business on (i) the tenth Business Day following the Stock Acquisition DateCompany, and (ii) the Final Expiration Date. In addition, under subject to adjustment in certain circumstances following the Stock Acquisition Date, events as provided in 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeAgreement. No fractional shares of Series 2 Preferred Stock will be issued upon the exercise of any Class A Common Right or Class A Common Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth one hundredth of a share of Series 2 Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series 2 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 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:receive
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier earliest of the close Close of business Business on (i) the tenth Business Day business day following the Stock Acquisition Date, Date and (ii) the Final Expiration Date. In additionAfter the expiration of the redemption period, under certain circumstances following the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 15% of the outstanding shares of Common Stock Acquisition Datein a transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may also be exchanged, exchanged in whole or in part, part for Preferred Stock or shares of the Company's Common Stock, or shares of preferred stock of the par value $.001 per share. 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 may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes The portion of this paragraphthe legend in brackets shall be inserted only if applicable, a person shall not be deemed modified to apply to an Acquiring Person if such Person became so or an Adverse Person, as a result of a Qualified Offerapplicable, and shall replace the preceding sentence. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier earliest of the close of business on (i) the tenth Business Day business day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), (ii) the tenth business day following the effectiveness of a declaration by the Board of Directors that a Person is an Adverse Person, and (iiiii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value and there are no other Acquiring Persons or economic rights as such sharesAdverse Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The CompanyFollowing the occurrence of a Triggering Event, at its election, may require that a number of Rights the Company shall not be exercised so that only whole required to issue fractional shares of Preferred Common Stock would upon the exercise of any Rights and in lieu thereof a cash payment may be issuedmade. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office offices of the Rights Agent Company located at 000 Xxxx Xxxxxx Xxxxxx, Portage, Michigan 49002, 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. B-3 Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .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 (i) the tenth Business Day fifteenth day following the Stock Acquisition Date, Date (as such time period may be extended or shortened 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 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. * * * B-4 WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _____________, ATTEST20__ Attest: AMERICAN APPARELMANATRON, INC. By By Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK REGISTRAR AND TRANSFER & TRUST COMPANY By Authorized Signature B-5 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 within-named Company, with full power of substitution. Dated: __________________ , 20__ Signature Signature Guaranteed: B-6 The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Manatron Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned principal office of the Company and the designated office of the Rights Agent and are also available upon Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is 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 at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $.001 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 Datepayable in cash, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole Common Shares 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 other consideration considered appropriate by the Board of Directors of the Directors). The Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are is not subject obligated to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one tenone-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be Right Certificate, as such, is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _______________,___. BOYKXX XXXGING COMPANY, ATTESTan Ohio corporation By: AMERICAN APPAREL, INC. By -------------------------------- Name: ------------------------------- Title: ------------------------------ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By NATIONAL CITY BANK, a national banking association 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorneyas attorney-in-fact, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: _____________, ____ _________________________ Signature Social Security or other identifying taxpayer number of transferee: ------------------------------------- Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Class B-1 Rights evidenced by this Class B-1 Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Class B-1 Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class A Rights Certificates, the Class B-1 Rights Certificates, the Class B-2 Rights Certificates, the Class B-3 Rights Certificates and the Class B-4 Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B-1 Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company and are also available upon written request to the Company. This Class B-1 Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B-1 Rights Certificate or Class B-1 Rights Certificates of like tenor and date evidencing Class B-1 Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Class B-1 Rights evidenced by the Rights Certificate or Class B-1 Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B-1 Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B-1 Rights Certificate or Class B-1 Rights Certificates for the number of whole Class B-1 Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B-1 Rights evidenced by this Class B-1 Rights 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 $.001 18.00 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 or (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, exchanged in whole or in part, part for shares of the Class A Common Stock, Stock or shares of preferred stock other securities of the Company having essentially the same value or economic rights as such sharesCompany. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any noticeredemption, the Class B-1 Rights (other than Rights which are not subject to such exchange) will terminate and the only right of the holders of Class B-1 Rights will only enable holders be to receive the shares issuable upon such exchangeredemption price. No fractional shares of Preferred Stock will be issued upon the exercise of any Class B-1 Right or Class B-1 Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Class B-1 Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B-1 Right or Class B-1 Rights evidenced by this Class B-1 Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B-1 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 _______________, ____ ATTEST: AMERICAN APPAREL, CHICAGO MERCANTILE EXCHANGE INC. By ______________________________ By:_________________________________ Secretary Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By MELLON INVESTOR SERVICES LLC, AS RIGHTS AGENT By:___________________________ Authorized Signature C-5 [Form of Reverse Side of Class B-1 Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B-1 Rights Certificate.) FOR VALUE RECEIVED ________________________________________ hereby sells, assigns and transfers unto unto_______________________________________________ _________________________________________________________________________ (Please print name and address of transferee) this Class B-1 Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Class B-1 Rights Certificate on the books of the within 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned principal office of the Company and the designated office of the Rights Agent and are also available upon Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is 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 at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $.001 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 Datepayable in cash, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole Common Shares 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 other consideration considered appropriate by the Board of Directors of the Directors). The Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are is not subject obligated to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one ten-one- -------------------------------------------------------------------------------- thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be Right Certificate, as such, is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _________________, ATTEST: AMERICAN APPAREL____. ASSOCIATED ESTATES REALTY CORPORATION, INC. By an Ohio corporation By:____________________________________ Name:__________________________________ Title: :_________________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By National City Bank, a national banking association 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 RECEIVED_____________hereby sells, assigns and transfers unto unto____________________________________________________________________________ (Please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorneyas attorney-in-fact, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated:____________,________ _________________________ Signature Social Security or other identifying taxpayer number of transferee: , Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:______________________________________
Appears in 1 contract
Samples: Shareholder Rights Agreement (Associated Estates Realty Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN APPARELDH APPAREL COMPANY, INC. By By:________________________ By:________________________ Secretary President Countersigned: FIRST UNION NATIONAL BANK as Rights Agent By: ____________________________ Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY 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 Certificate.) FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto ______________________________________________________ (please print name and address of transferee) this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: , _________________ 20___ ______________________________ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:____________________
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number (or fraction thereof) and kind of shares of Series A Preferred Stock or other capital stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Series A Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .000001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, Date (as such time period may be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of at least 80% 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 members of the Board of Directors of the Company authorizing any such exchange, and without any further action or any noticeCompany. After the expiration of the redemption period, the Rights (other Company's right of redemption may be reinstated if an Acquiring Person or an Adverse Person reduces his beneficial ownership to less than Rights which are 10% of the outstanding shares of Common Stock in a transaction or series of transactions not subject to such exchange) will terminate and involving the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Series A Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Series A Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series A Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ______________, ____ ATTEST: AMERICAN APPARELCHS ELECTRONICS, INC. By By: -------------------------------- -------------------------------- Secretary Title: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By 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 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 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: Preferred Stock Purchase Rights Agreement (CHS Electronics Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned principal office of the Company and the designated office of the Rights Agent and are also available upon Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is 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 at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, without par value (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $.001 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 Datepayable in cash, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole Common Shares 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 other consideration considered appropriate by the Board of Directors of the Directors). The Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are is not subject obligated to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one tenone-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be Right Certificate, as such, is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of _________________, ATTEST: AMERICAN APPAREL____. MORGXX'X XXXDS, INC. By ., an Ohio corporation By: -------------------------------- Name: ------------------------------ Title: ----------------------------- Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By FIRSTAR BANK, N.A., a national banking association By: ----------------------------- Name: --------------------------- Title: -------------------------- -------------------------------------------------------------------------------- Page B-3 49 [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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney___________________ as attorney-in-fact, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: :_____________________, ____ ______________________________ Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes thatSocial Security or other identifying taxpayer number of transferee:
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference herein and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned principal office of the Company and the designated office of the Rights Agent and are also available upon Agent. The Company will mail a copy of the Rights Agreement without charge to the holder of this certificate within five days after the receipt of a written request to the Companytherefor. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Shares as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be is exercised in part, the holder shall be is entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. If this Right Certificate is exercised in whole or in part pursuant to Section 11(a)(ii) of the Rights Agreement, the holder is 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 at its option may exchange all or any part of the Rights evidenced by this Certificate for the Company's common shares, $1.00 par value per share (the "Common Shares"), or Preferred Shares at an exchange ratio (subject to adjustment) of one Common Share for one one-thousandth of a Preferred Share per Right. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Board of Directors at its option at a redemption price of $.001 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 Datepayable in cash, and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, in whole Common Shares 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 other consideration considered appropriate by the Board of Directors of the Directors). The Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are is not subject obligated to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one ten-one- thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts). If the Company elects not to issue such fractional shares, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be Right Certificate, as such, is entitled to vote or receive dividends or be deemed considered for any purpose the holder of shares of Preferred Stock Shares, Common Shares 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall will not be valid or obligatory for any purpose until it shall have has been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ____________, ATTEST____. THE STANDARD PRODUCTS COMPANY, an Ohio corporation By: AMERICAN APPAREL, INC. By _____________________________________ Name: ___________________________________ Title: __________________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By National City Bank, a national banking association 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney_________________________________ as attorney-in-fact, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: ________________, ____ ________________________________________ Signature Social Security or other identifying taxpayer number of transferee: _____________________________________ Signature Guaranteed: CERTIFICATE (Applicable to Form of Assignment) The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Shareholder Rights Agreement (Standard Products Co)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal shareholder services office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (ia) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (iib) the Final Expiration Date. In addition, under certain circumstances For 180 days following the Stock Acquisition Date, the Rights may be exchanged, a change 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 control of the Board of Directors of the Company authorizing any Company, that has not been approved by the Board of Directors, occurring within six months of an unsolicited third party acquisition or business combination proposal, the new directors are entitled to redeem the rights (assuming the rights would have otherwise been redeemable), including to facilitate an acquisition or business combination transaction involving the Company, but only (1) if they have followed certain prescribed procedures or (2) if such exchangeprocedures are not followed, and without if their decision regarding redemption and/or any further action acquisition or any noticebusiness combination is challenged as a breach of fiduciary duty of care or loyalty, the Rights directors (other than Rights which solely for purposes of determining the effectiveness of such redemption) are not subject able to establish the entire fairness of such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon redemption, and, if applicable, such exchangetransaction. No fractional shares of Preferred Stock will be issued upon the exercise of any Right right or Rights rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredth of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right in cash or in shares of voting Common Stock at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and or (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, WHG RESORTS & CASINOS INC. By _____________________________ By:________________________ Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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 RECEIVED______________________________________________________________ hereby sells, assigns and transfers unto 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 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or 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 Certificate at the principal office of the Rights Agent designated for such purpose, with the Form of Assignment and related Certificate duly executed. If the Rights evidenced by this Rights Certificate shall be transferred or exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not transferred or exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may generally be redeemed by the Company at its option at a redemption price of $.001 0.0001 per Right at any time prior on or before such date as any Person shall become an Acquiring Person. The Company is not obligated 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, 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________________, _____ ATTEST: AMERICAN APPAREL, INC. MET-PRO CORPORATION ______________________________ By Title: _____________________________ Title Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By __________________________ Authorized Signature {Form of Reverse Side of Rights Certificate} FORM OF ASSIGNMENT {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 within-named Company, with full power of substitution. Dated: :________________, _____ ____________________________________ Signature Signature Guaranteed: _______________________________ Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Certificate The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (Met Pro Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights AgreementPlan, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening occurrence of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights AgreementPlan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights AgreementPlan. Copies of the Rights Agreement Plan are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights AgreementPlan, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier of the close of business on (i) the tenth (10th) Business Day following the Stock Share Acquisition DateDate (as such time period may be extended pursuant to the Plan), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Share Acquisition Date, the Rights may be exchanged, in whole or in part, for shares of the Common StockShares, or shares of preferred stock other securities of the Company having essentially the same value or economic rights as such sharesPreferred 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 securities issuable upon such exchange. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights AgreementPlan. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock Shares would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights AgreementPlan), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights AgreementPlan. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the a proper officers officer of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPAREL20 . SUNLINK HEALTH SYSTEMS, INC. By By: Name: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By [Form of Reverse Side of 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 Attorneyas attorney-in-fact, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: Dated , 20 . (Please print name and address of transferee) Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Tax Benefits Preservation Rights Plan (Sunlink Health Systems Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares (in one tenone-thousandths thousandth (.001) of a share increments) of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (A) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right in cash or in shares of Common Stock at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (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, Date (as defined in the Rights Agreement) and (B) may be exchanged, exchanged at the election of the company in whole or in part, 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, provided in 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 exchangeAgreement. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth (.001) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPARELFOTOBALL USA, INC. By Title---------------------------------- By: ------------------------------- Xxxxxxx Xxxxxx President and Chief Executive Officer Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By ---------------------------------- By: ------------------------------- [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 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 (Fotoball Usa Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal offices of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), 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 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office principal offices of the Rights Agent Corporation and are also available upon written request to the CompanyCorporation. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company Corporation at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth th Business Day following the Stock Acquisition Date, and (ii) the Final Expiration Date. In addition, under certain circumstances following subject to the Stock Acquisition Dateprovisions of the Rights Agreement, the Rights may be exchangedexchanged under certain circumstances by the Corporation, in whole or in part, for shares of the Common Stock, or for Preferred Stock or shares of preferred stock another series of Preferred Stock of the Company Corporation having essentially the same value or economic rights as such sharesequivalent preferences, limitations and relative rights. Immediately upon the action of the Board of Directors of the Company Corporation 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 are required to be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the CompanyCorporation, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or vote, receive dividends or be deemed for any purpose the holder of shares of Preferred Stock 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 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 Corporation 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper duly authorized officers of the Company Corporation and its corporate seal. Dated as of __________, ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:____
Appears in 1 contract
Samples: Rights Agreement (Cone Mills Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein into this Rights Certificate by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths one- hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right Right, payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, Date (as such time period may be extended or shortened pursuant to the Rights Agreement) and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors. The Rights may not be exchanged, in whole or in part, for shares redeemed following a designation of an Adverse Person under the provisions of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeAgreement. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyAs provided above, at its electionthe Company reserves the right to require prior to the occurrence of a Trigger Event that, may require that upon the exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein in this Rights Certificate 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ______________. ATTEST: AMERICAN APPAREL, INC. By Title: OLD KENT FINANCIAL CORPORATION ______________________________ By______________________________________ Secretary Its_________________________________ Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By OLD KENT BANK By______________________________________ Its_________________________________ [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desire to transfer the Rights Certificate.) FOR VALUE RECEIVED 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 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.01 per Right at any time prior to the earlier earliest of the close of business on (i) the tenth Business Day business day following the Stock Acquisition Date, (ii) the tenth business day following a declaration by the Board of Directors that a Person is an Adverse Person, or, if later, the date such Person acquires beneficial ownership of 10% or more of the outstanding Common Stock, and (iiiii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value and there are no other Acquiring Persons or economic rights as such sharesAdverse Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, and the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (with the concurrence of a majority of the Continuing Directors), or (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral integral-multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier earliest of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date, and Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period referenced in clause (i) above, the Rights Company's right of redemption may be exchangedreinstated if an Acquiring Person reduces his beneficial ownership to less than 15% (or, in whole the case of the Grandfathered Stockholder, 20% or in part, for less) of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value or economic rights as such sharesand there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Agribiotech Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN APPARELRyan's Family Steak Houses, INC. By Title: Inc. By:________________________ By:________________________ Secretary President Countersigned: CONTINENTAL STOCK TRANSFER & EQUISERVE TRUST COMPANY By COMPANY, N.A. as Rights Agent _____________________________ 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Right Certificate on the books of the within within-named Company, with full power of substitution. Dated: _________________, _____ ______________________________ Signature Signature Guaranteed: :____________________ CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Right Certificate __ are __ are not being transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, the undersigned __ did __ did not directly or indirectly acquire the Rights evidenced by this Right Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of any such Person. Dated: ____________, _____ ______________________________ Signature NOTICE The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights represented by the Right Certificate.) To: Ryan's Family Steak Houses, Inc.: The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the shares of Common 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: _________________________________________________________________________ _ (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 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 Signature Guaranteed:______________________ Exhibit B RYAN'S FAMILY STEAK HOUSES, INC. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On January 26, 1995, the Board of Directors of Ryan's Family Steak Houses, Inc. (the "Company") declared a dividend distribution of one Common Stock Purchase Right for each outstanding share of Common Stock of the Company to stockholders of record at the close of business on February 10, 1995. Each Right entitles the registered holder to purchase from the Company one half share of Common Stock, $1.00 par value per share (the "Common Stock"), at a cash exercise price of $25 per half share, subject to adjustment. The description and terms of the Rights are set forth in a Shareholder Rights Agreement between the Company and EquiServe Trust Company, N.A., as Rights Agent, as amended and restated from time to time. Initially, the Rights will not be exercisable, will be attached to all outstanding shares of Common Stock, and no separate Right Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earliest of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") (other than an Exempt Person as defined in the Agreement) has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (the date of said announcement being referred to as the "Share Acquisition Date") and (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a Person or group owning 15% or more of the outstanding shares of Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), (a) the Rights will be evidenced by the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (b) new Common Stock certificates issued after February 10, 1995 will contain a notation incorporating the Shareholder Rights Agreement by reference, and (c) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on February 10, 2005 unless previously redeemed by the Company as described below. As soon as practicable after the Distribution Date, Right Certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Right Certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. In the event that (i) a Person acquires beneficial ownership of 15% or more of the Company's Common Stock, (ii) the Company is the surviving corporation in a merger with an Acquiring Person or any Affiliate or Associate and the Common Stock is not changed or exchanged, (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Shareholder Rights Agreement, or (iv) an event occurs which results in an Acquiring Person's ownership interest being increased by more than 1% (e.g., a reverse stock split), proper provision will be made so that each holder of a Right will thereafter have the right to receive upon exercise thereof at the then current exercise price, that number of shares of Common Stock (or in certain circumstances, cash, property, or other securities of the Company) having a market value of two times such exercise price. However, the Rights are not exercisable following the occurrence of any of the events set forth above until such time as the Rights are no longer redeemable as set forth below. Notwithstanding any of the foregoing, rights that are or were beneficially owned by an Acquiring Person shall become null and void. In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold, each holder of a Right shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the Right. At any time after any person becomes an Acquiring Person and prior to such the time such Person, together with its Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights which have become void), in whole or in part, at the exchange rate of one share of Common Stock per Right, subject to adjustment as provided in the Rights Agreement. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock, (ii) if holders of the Common Stock are granted certain rights or warrants to subscribe for Common Stock or securities convertible into Common Stock at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidence of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least 1% of the exercise price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment, in cash will be made based on the fair market value of the Common Stock on the last trading date prior to the date of exercise. The Rights may be redeemed in whole, but not in part, at a price of $.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors at any time prior to the close of business on the tenth day after the Share Acquisition Date or the final expiration Date of the Rights (whichever is earlier). After the redemption period has expired, the Company's right of redemption may be reinstated upon the approval of the Board of Directors if an Acquiring Person reduces his beneficial ownership to 10% or less of the outstanding shares of Common Stock in transaction or series of transactions not involving the Company and there are no other Acquiring Persons. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Ryans Family Steakhouses Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .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, under certain circumstances following the Stock Acquisition Date, the Rights or 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 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 integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ___________, ____ ATTEST: AMERICAN APPARELVERTEX AEROSPACE, INC. By TitleBy: -------------------------------------- Name: Title Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By THE BANK OF NEW YORK By: -------------------------------------- Name: Title [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED __________________________ 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Directors. After the expiration of the redemption period, the Company's right of redemption may be exchanged, in whole reinstated if an Acquiring Person reduces his beneficial ownership to 15% or in part, for less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Investors Financial Services Corp)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Class B Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates and the Class A Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at with the above-mentioned office Secretary of the Rights Agent Company and are also available upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Class B Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchase. If this Class B Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, the Class B Rights evidenced by this Class B Certificate may be redeemed by the Company at its option at a redemption price of $.001 .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 DateDate (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, 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 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 Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Class B Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights Agreement. This Class B 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 a duly authorized officer of the Company and its corporate seal. Dated as of _________ __, ATTEST_____ Attest: AMERICAN APPAREL, INCTRAVELERS PROPERTY CASUALTY CORP. By ___________________________ By:__________________________ Secretary Title: [SEAL] Countersigned: CONTINENTAL STOCK TRANSFER & EQUISERVE TRUST COMPANY By COMPANY, N.A. By:_______________________ Authorized Signature FORM OF REVERSE SIDE OF CLASS B RIGHTS CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Class B Rights Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Class B Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ Attorney, to transfer the within Class B Rights Certificate on the books of the within named Company, with full power of substitution. Dated: __________________, _____ _________________________ Signature Signature Guaranteed: The undersigned hereby certifies FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by checking the appropriate boxes that:Rights Certificate.)
Appears in 1 contract
Samples: Rights Agreement (Travelers Property Casualty Corp)
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two-thirds of the Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated if the Acquiring Person reduces its beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company, and such reinstatement is approved by the Company's Board of Directors. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, for at an exchange ratio of one share of Voting Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company's Board of Directors to have the same value as shares of the Voting Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of ___________, ATTEST: AMERICAN APPAREL, _____ NBT BANCORP INC. By By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- Countersigned: CONTINENTAL STOCK Dated as of ___________, _____ REGISTRAR AND TRANSFER & TRUST COMPANY By COMPANY, as rights agent By: ------------------------------------ Authorized Signatory -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 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 (NBT Bancorp Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:19__.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, events (including Triggering Eventsa Section 11 Event). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 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 (ia) the tenth Business Day day following the Stock Acquisition Date, and Date (iias such time period may be extended or shortened pursuant to the Rights Agreement) or (b) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition DateThe foregoing notwithstanding, the Rights generally may not be exchanged, redeemed for one hundred eighty (180) days following a change 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 a majority of the Board as a result 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 exchangea proxy contest. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate 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 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 from any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. Common This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:-------- ---- ----
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Exercise Price and the number and kind of shares of Preferred Common Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Right Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office principal offices of the Company and the Rights Agent and are also available upon written request to the CompanyCompany or the Rights Agent. This Rights Right Certificate, with or without other Rights Right Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Right Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Right Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Right Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Board of Directors of the Company at its option at a redemption price of $.001 per Right at any time prior to (payable in cash, Common Stock or other consideration deemed appropriate by the earlier Board of the close of business on (i) the tenth Business Day following the Stock Acquisition DateDirectors), and (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights or 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyNo holder, at its electionas such, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have 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: AMERICAN APPARELONE PRICE CLOTHING STORES, INC. By Title: By:________________________ By:________________________ Secretary President Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By as Rights Agent ----------------------------- 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 Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Rights Right Certificate on the books of the within 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: Shareholder Rights Agreement (One Price Clothing Stores Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights AgreementTax Benefits Plan, the Purchase Price and the number and kind of shares of Series B Preferred Stock or other securities, securities which may be purchased upon the exercise of the Class B Rights evidenced by this Class B Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Eventsa Section 11(a)(ii) Event. In certain circumstances described in the Tax Benefits Plan, the Class B Rights evidenced hereby may entitle the registered holder thereof to receive common stock, cash or other assets, all as provided in the Tax Benefits Plan. This Class B Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights AgreementTax Benefits Plan, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement Tax Benefits Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Class B Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Class B Rights under the specific circumstances set forth in the Tax Benefits Plan. Notwithstanding anything contained herein to the contrary, if any terms or conditions of this Class B Rights AgreementCertificate shall be found to conflict with any terms or conditions of the Tax Benefits Plan, the Tax Benefits Plan shall control. Copies of the Rights Agreement Tax Benefits Plan are on file at the above-mentioned office of the Rights Agent designated for such purpose and are also available from the Rights Agent upon written request to the Companyrequest. This Class B Rights Certificate, with or without other Class B Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Class B Rights Certificate or Class B Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one ten-thousandths Class B Rights equal to the aggregate number of a share of Preferred Stock as the Class B Rights evidenced by the Class B Rights Certificate or Class B Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Class B Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Class B Rights Certificate or Class B Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights AgreementTax Benefits Plan, the Class B Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.001 0.001 per Class B Right (as such amount may be adjusted pursuant to the Tax Benefits Plan), at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date) and (ii) the Final Expiration Date. In addition, under certain circumstances following subject to the Stock Acquisition Dateprovisions of the Tax Benefits Plan, at the option of the Company, the Class B Rights may be exchanged, in whole or in part, for Units of Series B Preferred or shares of the Class B Common Stock, or shares of preferred stock Stock of the Company having essentially the same value or economic rights as such sharesother consideration. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Class B Rights will only enable holders to receive the shares issuable upon such exchange. No fractional shares of Series B Preferred Stock will be issued upon the exercise of any Class B Right or Class B Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockSeries B Preferred, which may, at the election of the Company, Company be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issuedTax Benefits Plan. No holder of this Class B Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Series B Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement Tax Benefits Plan or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights AgreementTax Benefits Plan), or to receive dividends or of subscription rights, or otherwise, until the Right or Class B Rights evidenced by this Class B Rights Certificate shall have been exercised as provided in the Rights AgreementTax Benefits Plan. This Class B 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 sealCompany. Dated as of , ATTESTICO Global Communications (Holdings) Limited Countersigned: AMERICAN APPAREL, INC. By By: Mellon Investor Services LLC Name: as Rights Agent Title: CountersignedBy: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By By: Name: Name: Title: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto unto: (Please print name and address of transferee) this Class B 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
Samples: Tax Benefits Preservation Plan
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, and the close of business on the tenth day following the Record Date), or such later date as may be determined by action of the Board (iiwith the concurrence of a majority of the Continuing Directors), or(ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral integral-multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, which securities that may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions provision and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties dudes and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-above mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths one-hundredths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right Right, pay- 52 able, at the election of the Company, in cash or the Common Shares or such other consideration as the Board of Directors may determine, at any time prior to the earlier of the close of business on (ia) the tenth Business Day day following the Stock Shares Acquisition Date, Date (as defined in the Rights Agreement) (as such time period may be extended or shortened pursuant to the Rights Agreement) and (b) the Expiration Date (as such term is defined in the Rights Agreement) or (ii) the Final Expiration Date. In addition, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, exchanged in whole or in partpart for common shares, for shares of the Common Stockno par value, or shares of preferred stock of the Company having essentially (the "Common Shares") and/or other equity securities of the Company deemed to have the same value as the Common Shares. Under certain circumstances set forth in the Rights Agreement, the decision to redeem (or economic rights as to change such shares. Immediately upon time period) shall require the action concurrence of a majority of the Continuing Directors (as defined in the Rights Agreement). 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 20% or less of the outstanding Common Shares 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 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 exchangeContinuing Directors). No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than than, except as set forth above, fractions which that are integral multiples of one tenone-thousandth one-hundredth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a thereof, cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of the ______ day of _______________, ATTEST: AMERICAN APPAREL______. SI Diamond Technology, INC. Inc. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By FOR VALUE RECEIVED hereby sells, assigns and transfers unto this President Secretary Form of Reverse Side of Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires 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:Certificate.)
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights each Right evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .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 Dateoccurrence of a Section 11(a)(ii) Event, and (ii) the Close of Business on 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 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 integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate corporation action, or, or to receive notice of meetings meeting or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This The 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: AMERICAN APPAREL20__. [Seal] ATTEST XXXXXX'X RESTAURANT GROUP, INC. By Title_________________________________ By: _____________________________ Countersigned: CONTINENTAL STOCK TRANSFER & EQUISERVE TRUST COMPANY By COMPANY, as Rights Agent By: _____________________________ B-3 [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 within-named Company, Company with full power of substitution. Dated: _________________, Signature 20__ Signature Guaranteed: ________________________________ Signature (Signature must correspond to 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 financial institution which is a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. ________________________________________________________________________________ (To be completed if true) The undersigned hereby certifies represents, for the benefit of all holders of Rights and shares of Common Stock, that the Beneficial Owner of the Rights evidenced by checking this Rights Certificate is not, and, to the appropriate boxes that:knowledge of the undersigned, has never been, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _________________________________ Signature ________________________________________________________________________________
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i1,000) 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 whole or in part, for shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only 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 integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, Company be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or of subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPAREL____________. EVOFEM BIOSCIENCES, INC. By By:______________________________________ Name: Title: President By:______________________________________ Name: Title: Secretary Countersigned: CONTINENTAL PHILADELPHIA STOCK TRANSFER & TRUST COMPANY By FOR VALUE RECEIVED TRANSFER, INC. as Rights Agent By: ______________________________ Name: Title: A-3 NOTICE 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 an approved eligible financial institution acceptable to the Rights Agent in its sole discretion or by a participant in the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Program. In the event the certification set forth above is not completed, the Company will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Rights Certificates issued in exchange for this Rights Certificate. A-5 FORM OF ELECTION TO PURCHASE (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: EVOFEM BIOSCIENCES, INC. The undersigned hereby sells, assigns irrevocably elects to exercise ____________________ Rights represented by this Rights Certificate to purchase the Units of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or other property which may be issuable upon the exercise of the Rights) and transfers unto requests that certificates for such Units (or such other 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 Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within named Company, with full power name of substitutionand delivered to: _______________________________________________________________ (Please print name and address) ______________________________________ (Please insert social security or other identifying number). Dated: , ________________ ____________________________________ Signature Signature Guaranteed: A-6 Certificate The undersigned hereby certifies by checking the appropriate boxes in (1) and (2) that:: (1) the Rights evidenced by this Rights Certificate are are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or an Associate thereof (as such terms are defined in the Rights Agreement); and (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 thereof. Dated: ________________ ____________________________________ Signature Signature Guaranteed: NOTICE The signature in the foregoing Election to Purchase and Certificate must conform 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 an approved eligible financial institution acceptable to the Rights Agent in its sole discretion or by a participant in the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange Medallion Program. In the event the certification set forth above is not completed, the Company will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and the election to purchase will not be honored. A-7 EXHIBIT B TO RIGHTS AGREEMENT UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On March 24, 2020, the Board of Directors of Evofem Biosciences, Inc. (the “Company”) authorized and declared a dividend of one right (“Right”) for each outstanding share of its Common Stock, par value $0.0001 per share (the “Company Common Stock”), to stockholders of record at the close of business on April 8, 2020 (the “Record Date”), and authorized the issuance of one Right for each share of Company Common Stock issued by the Company (except as otherwise provided in the Rights Agreement, as defined below) between the Record Date and the Distribution Date (as defined below). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth (1/1,000) of a share (a “Unit”) of Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $17.50 per Unit, subject to adjustment. The purchase price is payable in cash or by certified or bank check or money order payable to the order of the Company. The description and terms of the Rights are set forth in a Rights Agreement between the Company and Philadelphia Stock Transfer, Inc., as Rights Agent, dated as of March 24, 2020, as amended from time to time (the “Rights Agreement”). Copies of the Rights Agreement and the Certificate of Designation for the Preferred Stock have been filed with the Securities and Exchange Commission as exhibits to a Current Report on Form 8-K and a Registration Statement on Form 8-A, each dated March 25, 2020. Copies of the Rights Agreement and the Certificate of Designation are available free of charge from the Company. This summary description of the Rights and the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Rights Agreement and the Certificate of Designation, including the definitions therein of certain terms, which are incorporated herein by reference. The Rights Agreement Certificates; Distribution Date. Initially, the Rights will attach to all certificates representing shares of outstanding Company Common Stock, and no separate Rights Certificates will be distributed. Subject to the provisions of the Rights Agreement, the Rights will separate from the Company Common Stock and the “Distribution Date” will occur upon the earlier of (i) ten business days following a public announcement (the date of such announcement being the “Stock Acquisition Date”) that a person or group of affiliated or associated persons (an B-1 “Acquiring Person”) has acquired or otherwise obtained Beneficial Ownership of 32% or more of the then-outstanding shares of Company Common Stock (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), and (ii) ten business days (or such later date as may be determined by action of the Board of Directors) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by Company Common Stock certificates and will be transferred with and only with such Company Common Stock certificates, (ii) new Company Common Stock certificates issued after the Record Date (also including shares distributed from Treasury) will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates representing outstanding Company Common Stock will also constitute the transfer of the Rights associated with the Company Common Stock represented by such certificates. An “Acquiring Person” does not include certain persons specified in the Rights Agreement. The Rights are not exercisable until the Distribution Date and, unless earlier redeemed or exchanged by the Company as described below, will expire on the close of business on March 24, 2021, the first anniversary of the adoption of the Rights Agreement. Under certain circumstances, as provided in the Rights Agreement, the exercisability of the Rights may be suspended. In no event, however, will the Rights be exercisable prior to the expiration of the period in which the Rights may be redeemed, as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of Company Common Stock as of the close of business on the Distribution Date (and to each initial holder of certain shares of Company Common Stock issued after the Distribution Date) and, thereafter, the separate Rights Certificates alone will represent the Rights. Flip-In. If a person becomes an Acquiring Person, then each holder of a Right will thereafter have the right to receive, upon exercise, Units of Preferred Stock or, at the option of the Company, shares of Company Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. The exercise price is the purchase price multiplied by the number of Units of Preferred Stock issuable upon exercise of a Right prior to the event described in this paragraph. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person or any affiliate or associate thereof (or certain transferees of any thereof) will be null and void. Flip-Over. If, at any time following the date that any person becomes an Acquiring Person, (i) the Company is acquired in a merger or other business combination transaction and the Company is not the surviving corporation, (ii) any person merges with the Company and all or part of the Company Common Stock is converted or exchanged for securities, cash or property of the Company or any other person or (iii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which previously have B-2
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two-thirds of the Board of Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated 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. 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, for shares at an exchange ratio of the one share of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Stock per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of: , ------------ ---- ------ ATTEST: AMERICAN APPARELXXXXXXX X. XXXXX RESIDENTIAL REALTY, INC. By By: By: ---------------------------- -------------------------- Name: Name: Title: CountersignedTitle: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By COUNTERSIGNED: FIRST UNION NATIONAL BANK 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 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 (Smith Charles E Residential Realty Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference to the Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenshares (in one-thousandths hundredth (.01) of a 58 share increments) of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right in cash or in shares of Common Stock at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights may be exchanged, in whole or in part, for shares decision to redeem shall require the concurrence of a majority of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeContinuing 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 integral multiples of one tenone-thousandth hundredth (.01) of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary depository receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. 59 This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Midway Games Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and Rights evidenced hereby may entitle the number and kind registered holder thereof to receive, upon exercise of shares such Rights, Common Stock of Preferred Stock the Company or cash or other securitiesassets, which may be purchased upon all as provided in the exercise of Rights Agreement. In certain circumstances described in the Rights Agreement, the Rights evidenced by this hereby may entitle the registered holder thereof to receive, upon exercise of such Rights, capital stock of an entity other than the Company or cash or other assets, all as provided in the Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsAgreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the Rights Agent Company and are also available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one ten-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.001 0.001 per Right Right, payable at any time prior to the earlier Company's option in cash or in Common Stock of the close of business on (i) the tenth Business Day following the Stock Acquisition DateCompany, and (ii) the Final Expiration Date. In addition, under subject to adjustment in certain circumstances following the Stock Acquisition Date, events as provided in 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 such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeAgreement. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth tenth of a share of Preferred Company Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of of___________ __, ATTEST: AMERICAN APPAREL20__. [Corporate Seal] JLG INDUSTRIES, INC. Attest: By TitleBy ------------------------- ------------------------------- Name Name ------------------------- ------------------------------- Title Title Attest: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & AND TRUST COMPANY By By ------------------------- ------------------------------- Name Name ------------------------- ------------------------------- Title 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 RECEIVED_____________hereby sells, assigns and transfers unto 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 within-named Company, with full power of substitution. Dated: , ------------------ --- ------ ---------------------------------- Signature Signature GuaranteedSIGNATURE GUARANTEED: The undersigned hereby certifies Signatures must be guaranteed by checking an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved guarantee medallion program) pursuant to Rule 17Ad-15 of the appropriate boxes that:Securities Exchange Act of 1934. ----------------------------------------------
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close Close of business Business on (i) the tenth Business Day day following the Stock Acquisition DateDate (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 Class A Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only 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 integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ________, ____ ATTEST: AMERICAN APPAREL, CHICAGO MERCANTILE EXCHANGE HOLDINGS INC. By ____________________ By_______________________ Secretary Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By MELLON INVESTOR SERVICES LLC 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 transfer 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 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 (Chicago Mercantile Exchange Holdings Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths shares of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to before the earlier of the close Close of business Business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchangedreinstated if an Acquiring Person reduces such holder's beneficial ownership to 10% or less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company. Subject to the provisions of the Rights Agreement, the Company may elect to exchange the Rights evidenced by this Certificate in whole or in part, part for shares of the Company's Common Stock, Stock (or shares of preferred stock of the Company having essentially the same equal in market value or economic rights as such shares. Immediately upon the action to one share of the Board Common Stock) at an exchange ratio of Directors one share of the Company authorizing any such exchangeCommon Stock per Right, 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 adjustment. The Company is not required to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of the _____ day of __________, ATTEST: AMERICAN APPAREL____. CHAD XXXRAPEUTICS, INC. By By: ___________________________________ Name: Title: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By By: _______________________________ Date:______________________________ Authorized Signature -4- 50 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be signed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED RECEIVED_____________________________________________________________ hereby sells, assigns and transfers unto 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 this Rights Certificate on the books of the within named CompanyChad Xxxrapeutics, Inc., with full power of substitution. Dated: , Date:_______________________ ___________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, broker, dealer, credit union or savings association or other entity that is a member in good standing of a signature guarantee medallion program approved by the Securities Transfer Association, Inc. The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such time period may be changed in the discretion of the Board of Directors pursuant to the Rights Agreement), and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of two- thirds of the Board of Directors. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated 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. 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, for shares at an exchange ratio of the one share of Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights Stock per Right (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 exchangeadjustment). No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of ____________ __, ____ ATTEST: AMERICAN APPAREL, INC. By CRESTLINE CAPITAL CORPORATION By: By: ----------------------------------- ------------------------------------ Name: Name: Title: CountersignedTitle: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By COUNTERSIGNED: THE BANK OF NEW YORK By: ----------------------------------- Name: Title: -6- [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 appoint_________ Attorney, to transfer the within Rights Certificate on the books of the within 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. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Continuing Directors. After the expiration of the redemption period, the Company's right of redemption may be exchanged, in whole reinstated if an Acquiring Person reduces his beneficial ownership to 15% or in part, for less of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral-multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Samples: Rights Agreement (Imrs Inc)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights 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 above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Rights Certificate, with or without other Rights Certificates, upon Upon surrender at the principal an office or offices of the Rights Agent designated for such purposepurpose and subject to the terms and conditions set forth in the Rights Agreement, any Rights Certificate or Certificates may be transferred or exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one ten-thousandths of a share of Preferred Stock Rights as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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 exercisedsurrendered. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by Board of Directors of the Company may, at its option at a redemption price of $.001 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day following day after the Stock Share Acquisition Date, Date (or such later date as a majority of the Continuing Directors may designate prior to such time as the Rights are no longer redeemable) and (ii) the Final Expiration Date. In addition, under certain circumstances following redeem all but not less than all the Stock Acquisition Date, the then outstanding Rights may be exchanged, in whole or in part, for shares at a redemption price of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange$0.001 per Right. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts)hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The CompanyIf this Right Certificate shall be exercised in part, at its election, may require that a the holder shall be entitled to receive upon surrender hereof another Right Certificate or Certificates for the number of whole Rights be exercised so that only whole shares of Preferred Stock would be issuednot exercised. No holder of this Rights Right Certificate shall be entitled to vote or vote, 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Right Certificate shall have been exercised as provided in the Rights Agreement. This Rights Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths half of a share of Preferred Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day business day following the Stock Acquisition Date, and (ii) the Final Expiration DateDate (as defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the decision to redeem shall require the concurrence of two-thirds of the Directors. At any time after a person becomes an Acquiring Person and prior to the acquisition by such person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights may be exchanged(other than Rights owned by such Acquiring Person which have become void), in whole or in part, for at an exchange ratio of one share of Common Stock per each outstanding Right or, in certain circumstances, other equity securities of the Company which are deemed by the Company’s Board of Directors to have the same value as shares of the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeadjustment. No fractional shares of Preferred Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth half of a share of Preferred Common Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate sealCompany. Dated as of __________, ATTEST_____ SHENANDOAH TELECOMMUNICATIONS COMPANY By: AMERICAN APPAREL, INC. By Name: Title: By: Name: Title: Countersigned: CONTINENTAL Dated as of __________, _____ AMERICAN STOCK TRANSFER & TRUST COMPANY By AND TRUST, as rights agent By: Authorized Signatory (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 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 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
Samples: Rights Agreement (Shenandoah Telecommunications Co/Va/)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier earliest of the close Close of business Business on (i) the tenth Business Day following the Stock Acquisition Date, and Date (as such time period may be extended pursuant to the Rights Agreement) or (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period referenced in clause (i) above, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 15% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value or economic rights as such sharesand there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .05 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Acquisition DateDate (as such number of days may be extended), and (ii) the Final Expiration Date. In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Disinterested Directors. Thereafter, the Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to shares of the Common Stock, Voting Stock representing 10% or shares of preferred stock less of the Company having essentially Voting Power in a transaction or series of transactions not involving 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 exchangeCompany. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPARELXxxxxxxxx Holdings, INC. Inc. By -------------------------------- ---------------------------- Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER American Stock Transfer & TRUST COMPANY Trust Company By FOR VALUE RECEIVED ---------------------------- Authorized Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) To: XXXXXXXXX HOLDINGS, INC. The undersigned hereby sells, assigns irrevocably elects to exercise -------------------- Rights represented by this Rights Certificate to purchase the shares of Series One of Class A 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 transfers unto 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, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within a new Rights Certificate on for the books balance of such Rights shall be registered in the within named Company, with full power name of substitution. and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: , ___________________ __________________________ Signature Signature Guaranteed: Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions provisions, and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 per Right at any time prior to the earlier earliest of the close of business on (i) the tenth Business Day business day following the Stock Acquisition DateDate (as such time period may be extended pursuant to the Rights Agreement), and (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 10% of the outstanding shares of the Common Stock, Stock in a transaction or shares series of preferred stock of transactions not involving the Company having essentially the same value or economic rights as such sharesand there are no other Acquiring Persons. Immediately upon the action of the Board of Directors of the The Company authorizing any such exchange, and without any further action or any notice, the Rights may (other than Rights which are but shall not subject to such exchangebe required to) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but and in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders (shareholders except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .01 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day business day following the Stock Acquisition DateDate (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 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 is not subject required to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchange. No issue fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders shareholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of The Rights evidenced by this paragraph, a person Rights Certificate shall not be deemed an Acquiring Person if exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such Person became so as a result holder, or the exercise by such holder, of a Qualified Offerthe Rights in such jurisdiction shall not have been obtained or be obtainable. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock Shares or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate Certificate, are subject to modification and adjustment upon the happening of certain events, including Triggering EventsEvents (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of $.001 .005 per Right at any time prior to the earlier of the close of business on (i) the tenth Business Day day following the Stock Share Acquisition DateDate (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 DateDate (as such term is defined in the Rights Agreement). In addition, under Under certain circumstances following set forth in the Stock Acquisition DateRights Agreement, the Rights decision to redeem shall require the concurrence of a majority of the Continuing Trustees. After the expiration of the redemption period, the Company's right of redemption may be exchangedreinstated 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 the Company's Board of Trustees (with the concurrence of a majority of the Continuing 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, for shares at an exchange ratio of the one 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 Share per Right (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 exchangeadjustment). No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be entitled to vote or receive dividends or distributions or be deemed for any purpose the holder of 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 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 consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate trust seal. Dated as of ____________ __, ____ ATTEST: AMERICAN APPAREL, INC. By ELDERTRUST By:________________________________ By:________________________________ Name: Name: Title: CountersignedTitle: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By COUNTERSIGNED: FIRST UNION NATIONAL BANK 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 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 (Eldertrust)
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred Stock or other securities, securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent Company 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 designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths hundredths of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its the option of the Board at a redemption price of $.001 0.01 per Right at any time prior to the earlier of (i) the close of business on (i) the tenth Business Day day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date), and (ii) the Final Expiration Date. In addition, under certain circumstances following After the Stock Acquisition Dateexpiration of the redemption period, the Rights Company's right of redemption may be exchanged, in whole or in part, for reinstated if an Acquiring Person reduces his beneficial ownership to less than 15% of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Common Stock, or shares of preferred stock of the Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board of Directors of the Company authorizing any such exchange, and without any further action or any notice, the Rights (other than Rights which are not subject to such exchange) will terminate and the Rights will only enable holders to receive the shares issuable upon such exchangeCompany. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral integral- multiples of one tenone-thousandth hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give consent to or withhold consent from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , ATTEST: AMERICAN APPAREL, INC. By Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By 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: The undersigned hereby certifies by checking the appropriate boxes that:.
Appears in 1 contract
Event. For purposes of this paragraph, a person shall not be deemed an Acquiring Person if such Person became so as a result of a Qualified Offer. As provided in the Rights Agreement, the Purchase Price and Price, the number and kind of shares of Preferred Stock Shares or other securities, which may be purchased securities issuable upon the exercise of a Right and the number of Rights evidenced by this Rights Certificate outstanding are subject to modification and adjustment upon the happening of certain events, including Triggering Events. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the CompanyRights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of one tenone-thousandths of a share of Preferred Stock Share as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. 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. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its option at a redemption price of $.001 0.001 per Right at any time prior to the earlier of the close of business on (i) the Close of Business on the tenth (10th) Business Day following the Stock Shares Acquisition Date, and (ii) the Final Expiration DateDate (as such terms are defined in the Rights Agreement). In addition, under certain circumstances following the Stock Acquisition Dateoccurrence of a Section 11(a)(ii) Event but before any person acquires beneficial ownership of fifty percent (50%) or more of the Common Shares (as such term is defined in the Rights Agreement), the Rights may be exchanged, in whole or in part, for shares of the Common StockShares, Preferred Shares, or shares of other 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 redemption or exchange, and without any further action or any notice, the Rights (other than Rights which that are not subject to such redemption or exchange) will terminate and the Rights will only enable holders to receive the redemption price or the shares issuable upon such exchange, as applicable. No fractional shares of Preferred Stock Shares will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which that are integral multiples of one tenone-thousandth of a share of Preferred StockShare, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will may be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of 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 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 from any corporate action, or, or to receive notice of meetings or other actions affecting stockholders (except as may otherwise be provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, unless and until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature or portable document format of the proper officers of the Company and its corporate sealCompany. Dated as of , ATTEST: AMERICAN APPAREL, 201 . STEALTHGAS INC. By By: Name: Title: By: Name: Title: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & TRUST COMPANY By COMPANY, LLC, as Rights Agent By: Name: Title: FOR VALUE RECEIVED hereby sells, assigns and transfers unto of the Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within number of Rights Certificate indicated on the books of the within named Company, with full power of substitution. DatedDated as of: , Signature 201 SIGNATURE By: Name: Title: Medallion Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
Appears in 1 contract
Samples: Rights Agreement (StealthGas Inc.)
Event. For purposes 1 The portion of this paragraph, a person the legend in brackets shall not be deemed an Acquiring Person inserted only if such Person became so as a result of a Qualified Offerapplicable and shall replace the preceding sentence. As provided In certain circumstances described in the Rights Agreement, the Purchase Price and rights evidenced hereby may entitle the number and kind registered holder thereof to purchase capital stock of shares of Preferred Stock an entity other than the Company or receive common stock, cash or other securitiesassets, which may be purchased upon the exercise of all as provided in the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering EventsAgreement. This Rights Certificate is subject to all of the terms, provisions terms and conditions of the Rights Agreement, which terms, provisions terms and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned principal office of the Rights Agent Company and are also available from the Company upon written request to the Companyrequest. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like an aggregate number of one ten-thousandths Rights equal to the aggregate number of a share of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchasesurrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive receive, upon surrender hereof hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company under certain circumstances at its option at a redemption price of $.001 per Right Right, payable 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, under certain circumstances following the Stock Acquisition Date, the Rights may be exchanged, Company’s option in whole cash or in part, for shares of the Common Stock, or shares of preferred common stock of the Company having essentially the same value or economic rights Company, subject to adjustment in certain events 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, provided in 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 exchangeAgreement. No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. The Company, at its election, may require that a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. No holder of this Rights Certificate Certificate, as such, shall be he entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed constituted 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 from to any corporate action, or, or to receive notice of meetings or other actions affecting stockholders shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , 20 . ATTEST: AMERICAN APPARELINTERDIGITAL, INC. By By: By: Name: Name: Title: Title: Countersigned: CONTINENTAL AMERICAN STOCK TRANSFER & AND TRUST COMPANY By as Rights Agent By: Name: Title: (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 within-named Company, with full power of substitution. Dated: , 20 Signature Signature Guaranteed: The undersigned hereby certifies by checking the appropriate boxes that:
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