Common use of Evidence of Rights Clause in Contracts

Evidence of Rights. (i) The Rights shall be evidenced by the certificates representing Common Shares registered in the names of the record holders thereof, (ii) the Rights shall be transferable only in connection with the transfer of the underlying Common Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company shall send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date. With respect to certificates of Common Shares outstanding as of the Record Date and until the Maturity Time, the Rights will be evidenced by such certificates registered in the names of the holders. Until the Maturity Time, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued by the Company in respect of all Common Shares issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the Maturity Time. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between NHP Incorporated, NHP Financial Services, Ltd. and The First National Bank of Boston dated as of April __, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NHP Incorporated. NHP Incorporated will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Evidence of Rights. (ia) The Until the Separation Time, and subject to the provisions of subsections (b) and (c) below and Section 3.2, the Rights shall be evidenced by the certificates representing shares of Common Shares Stock registered in the names of the record holders thereof, (ii) the Rights shall be transferable only in connection with the transfer of the underlying Common Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares evidenced not by such separate certificates. (b) On Subject to the Record Date or as promptly as practicable thereafterprovisions of Section 3.2, the Company shall send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date. With respect to certificates of Common Shares outstanding as of the Record Date and until the Maturity Time, the Rights will be evidenced by such certificates registered in the names of the holders. Until the Maturity Time, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued by the Company in respect of all Common Shares issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date Time but prior to the Maturity Time. Certificates evidencing earlier of the Separation Time and the Expiration Time and representing either (i) shares of Common Stock issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time or (ii) shares of Common Stock outstanding at the Record Time that are delivered upon transfer or exchange of such Common Shares Stock, shall evidence one Right for each share of Common Stock represented thereby and shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend legend: Until the Separation Time (as defined in the Company may deem appropriate and as is not inconsistent with the provisions of Rights Agreement referred to below), this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Rights Agreement between NHP IncorporatedAgreement, NHP Financial Services, Ltd. and The First National Bank of Boston dated as of April __May 24, 1997 1999 (as the same may be supplemented or amended from time to time, the "Rights Agreement"), between Caraustar Industries, Inc. (the "Company"), and The Bank of New York, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NHP Incorporatedthe Company. NHP Incorporated Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed or terminated, may be exchanged for shares of Common Stock or other securities or assets of the Company or a "Subsidiary" (as defined in the Rights Agreement), may expire, may (if they are "Beneficially Owned" by an "Acquiring Person" or an "Affiliate" or "Associate" thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) become void, or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail to or arrange for the holder mailing of this Certificate a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor. With respect to such certificates containing Until the foregoing legend, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates aloneSeparation Time, and subject to the surrender for transfer provisions of any such certificate shall also constitute the transfer Section 3.2, certificates representing shares of Common Stock outstanding as of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date, any Rights associated with such Common Shares Time shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.evidence one

Evidence of Rights. (ia) The On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights shall to Purchase Common Stock, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the certificates representing Common Shares Stock registered in the names of the record holders thereof, (ii) the Rights shall be transferable only in connection with the transfer of the underlying Common SharesStock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, and (iii) expiration or termination of the Rights), the surrender for transfer of any of the certificates evidencing for the Common Shares Stock outstanding in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented by such certificatescertificate. (b) On Certificates for the Record Date or as promptly as practicable thereafter, the Company shall send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on Stock issued after the Record Date, at the address of such holder shown on the records of the Company as of such date. With respect to certificates of Common Shares outstanding as of the Record Date and until the Maturity Time, the Rights will be evidenced by such certificates registered in the names of the holders. Until the Maturity Time, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued by the Company in respect of all Common Shares issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the Maturity earliest of the Distribution Date, the Redemption Time or the Expiration Time. Certificates evidencing such , shall evidence one Right for each share of Common Shares Stock represented thereby and shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usagelegend: This Certificate certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between NHP IncorporatedJ.C. Nichols Company (the "Company") and American Stock Xxxnsfer & Trust Company, NHP Financial Servicesas Rights Agent, Ltd. and The First National Bank of Boston dated as of April __July 28, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NHP Incorporatedthe Company. NHP Incorporated Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this Certificate certificate a copy of the Rights Agreement without charge promptly within five days after receipt of a written request therefor. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Evidence of Rights. (i) The Rights shall be evidenced by the certificates representing Common Shares registered in the names of the record holders thereof, (ii) the Rights shall be transferable only in connection with the transfer of the underlying Common Shares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) On the Record Date or as promptly as practicable thereafter, the Company shall send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date. With respect to certificates of Common Shares outstanding as of the Record Date and until the Maturity Time, the Rights will be evidenced by such certificates registered in the names of the holders. Until the Maturity Time, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued by the Company in respect of all Common Shares issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the Maturity Time. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between NHP Incorporated, NHP Financial Services, Ltd. and The First National Bank of Boston dated as of April __21, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NHP Incorporated. NHP Incorporated will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. With respect to such certificates containing the foregoing legend, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.,

Evidence of Rights. (ia) The On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights shall to Purchase Common Stock, in substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the certificates representing Common Shares Stock registered in the names of the record holders thereof, (ii) the Rights shall be transferable only in connection with the transfer of the underlying Common SharesStock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the Distribution Date (or the earlier redemption, and (iii) expiration or termination of the Rights), the surrender for transfer of any of the certificates evidencing for the Common Shares Stock outstanding in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the Common Shares evidenced Stock represented by such certificatescertificate. (b) On Certificates for the Record Date or as promptly as practicable thereafter, the Company shall send a copy of the Summary of Rights by first-class, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on Stock issued after the Record Date, at the address of such holder shown on the records of the Company as of such date. With respect to certificates of Common Shares outstanding as of the Record Date and until the Maturity Time, the Rights will be evidenced by such certificates registered in the names of the holders. Until the Maturity Time, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Rights shall be issued by the Company in respect of all Common Shares issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the Maturity earliest of the Distribution Date, the Redemption Time or the Expiration Time. Certificates evidencing such , shall evidence one Right for each share of Common Shares Stock represented thereby and shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usagelegend: This Certificate certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between NHP IncorporatedX.X. Xxxxxxx Company (the "Company") and American Stock Transfer & Trust Company, NHP Financial Servicesas Rights Agent, Ltd. and The First National Bank of Boston dated as of April __July 28, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NHP Incorporatedthe Company. NHP Incorporated Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this Certificate certificate a copy of the Rights Agreement without charge promptly within five days after receipt of a written request therefor. With respect to such certificates containing the foregoing legend, until the Distribution Date (or the earlier redemption, expiration or termination of the Rights), the Rights associated with the Common Shares Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificate certificates shall also constitute the transfer of the Rights associated with the Common Shares Stock represented therebyby such certificates. In the event that the Company purchases or acquires any Common Shares Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Shares Stock which are no longer outstanding.

Evidence of Rights. Until the Distribution Date, (1) with respect to holders of Common Shares (i) The the Rights shall (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(b) and Section 3(c)) by the certificates representing for Common Shares registered in the names of the record holders thereofthereof or, in the case of uncertificated Common Shares registered in book entry form (“Book Entry Shares”), by notation in accounts reflecting the ownership of such Common Shares (which certificates and Book Entry Shares, as applicable, will also be deemed to be Rights Certificates) and not by separate Rights Certificates; and (ii) the Rights shall (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying Common SharesShares (including a transfer to the Company) and (2) with respect to holders of Convertible Securities, (i) the Rights (unless earlier expired, redeemed or terminated) will be evidenced by the Convertible Securities (which Convertible Securities will also be deemed to be Rights Certificates) and not by separate Rights Certificates, (ii) the Rights will be subject to the terms and conditions contained in the Convertible Securities and (iii) the surrender for transfer of any certificates evidencing Common Shares Rights (and the right to receive Rights Certificates) will be transferable only in respect of which Rights have been issued shall also constitute connection with the transfer of the Rights associated with the Common Shares evidenced by such certificates. (b) On the Record Date or as promptly underlying Convertible Securities. As soon as practicable thereafterafter the Distribution Date, the Company shall will prepare and execute, the Rights Agent will countersign and the Company will send a copy of or cause to be sent (and the Summary of Rights Agent will, if requested, send) (by first-classmailing, postage prepaid mail, in accordance with Section 27 or by such means as may be selected by the Company) to each record holder of Common Shares and each holder of Convertible Securities as of the Close of Business on the Record DateDistribution Date (other than any Acquiring Person or any of its Affiliates or Associates), at the address of such holder shown on the records transfer books of the Company or the transfer agent for the Common Shares, as of such date. With respect to certificates of applicable, one or more Rights Certificates evidencing (i) one Right for each Common Shares outstanding as Share so held or (ii) in the case of the Record Date Convertible Securities, the number of Rights as calculated in accordance with such Convertible Securities, subject to adjustment as provided herein. Issuance of a Rights Certificate to any Person will not preclude a later determination that all or part of the Rights represented thereby are null and until void pursuant to Section 7(e). To the Maturity Timeextent that a Section 11(a)(ii) Event has also occurred, the Company may implement such procedures as it deems appropriate in its sole discretion to minimize the possibility that Rights are issued to any Person whose Rights are null and void pursuant to Section 7(e). In addition, the Company may at any time implement such procedures as it deems appropriate in its sole discretion to provide that this Plan complies with the requirements of the Convertible Securities, including exercising any options or rights the Company may have under the Convertible Securities. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11, then at the time of distribution of the Rights Certificates, the Company will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a)). As of and after the Distribution Date, the Rights will be evidenced solely by such certificates registered in the names of the holders. Until the Maturity Time, the surrender for transfer of any certificate for Common Shares outstanding on the Record Date shall also constitute Rights Certificates and may be transferred by the transfer of the Rights associated with the Certificates as permitted hereby, separately and apart from any transfer of Common Shares represented thereby. (c) or Convertible Securities, and the holders of such Rights shall be issued by Certificates as shown on the transfer books of the Company or the transfer agent for the Rights (which may be the Rights Agent), as applicable, will be the record holders thereof. The Company will promptly notify the Rights Agent in respect writing upon the occurrence of all Common Shares issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior Distribution Date. Until such notice is provided to the Maturity Time. Certificates evidencing such Common Shares shall have stamped on, impressed on, printed on, written on or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between NHP Incorporated, NHP Financial Services, Ltd. and The First National Bank of Boston dated as of April __, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of NHP Incorporated. NHP Incorporated will mail to the holder of this Certificate a copy of the Rights Agreement without charge promptly after receipt of a written request therefor. With respect to such certificates containing the foregoing legendAgent, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event Agent may presume conclusively that the Company purchases or acquires any Common Shares after the Record Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall Distribution Date has not be entitled to exercise any Rights associated with the Common Shares which are no longer outstandingoccurred.