Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights or an integral multiple thereof) by delivering to the Agent, on or prior to 5:00 p.m., New York time, on August __, 1997 (the "Expiration Date"), a properly completed and executed Subscription Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the Prospectus, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege. (b) In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege may be effected by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Agent, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Form, the form of which is attached hereto as Exhibit B, together with payment of the appropriate Subscription Price for the number of Units for which the Oversubscription Privilege is to be exercised. (c) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) evidencing such Rights to reach the Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfied: (1) such holder has caused payment in full of the Subscription Price for each Unit being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date; (2) the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) held by such exercising holder, the number of Units being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Agent of any Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and (3) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is received by the Agent within three National Market System trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectus, or may be transmitted to the Agent by facsimile transmission (facsimile no. _____________). (d) Unless a Subscription Certificate (1) provides that the Units to be issued pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or (2) is submitted for the account of a member firm of a registered national securities exchange or 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, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 2 contracts
Samples: Subscription and Information Agency Agreement (Atlantic Gulf Communities Corp), Subscription and Information Agency Agreement (Atlantic Gulf Communities Corp)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder Holder of any Subscription Certificate Rights may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights or an integral multiple thereof) granted to such Holder by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York City time, on August __, 1997 2000 (such date subject to extension as provided in the Prospectus, is referred to herein as the "Expiration Date"), a properly completed and executed Subscription Certificate, includingRights Exercise Agreement (with signature guaranteed, if requirednecessary, a signature guarantee from by an "Eligible Institution (Institution", as defined in Section 7(d) hereof) and mailing or delivering Rule 17Ad-15 under the Subscription Certificate to the Agent at its corporate office specified in the ProspectusSecurities Act of 1934), together with payment of the Subscription Price for each Unit the Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) Privileges, subject to Section 5(d)(iii). In the case of holders Holders of Rights that are held of record through The the Depository Trust Company ("DTC"), (1) exercises the exercise of the Basic Subscription Privilege Privileges may be effected by instructing DTC to transfer Rights (such rights Rights being "DTC Exercised Rights") from the DTC account of such holder Holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Formfor. Alternatively, the form Holder of which is attached hereto as Exhibit B, together any Rights Exercise Agreement may exercise the Rights evidenced thereby by effecting compliance with payment of the appropriate Subscription Price procedures for the number of Units for which the Oversubscription Privilege is to be exercisedguaranteed delivery set forth in Section 5(b) below.
(cb) If a Rights holder Holder wishes to exercise Rights, but time will not permit such holder Holder to cause the Subscription Certificate(s) evidencing Rights Exercise Agreement with respect to such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfiedmet:
(1i) Subject to Section 5(d)(iii), such holder Holder has caused payment in full of the Subscription Price for each Unit Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege Privileges to be received (in the manner set forth in Section 7(g5(d) hereof) by the Subscription Agent on or prior to the Expiration Date;
(2ii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription CertificatesRights Exercise Agreement, from a member firm of a registered national securities exchange or 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 StatesEligible Institution, stating the name of the exercising Rights holderHolder, the number of Rights represented by the Subscription Certificate(s) Rights Exercise Agreement held by such exercising holderHolder, the number of Units Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription PrivilegePrivileges, and guaranteeing to the Subscription Agent the delivery to of the Agent of any Subscription Certificate(s) Rights Exercise Agreement evidencing such Rights within three National Market System trading five (5) business days following the date of the Notice of Guaranteed Delivery; and;
(3iii) the properly completed and duly executed Subscription Certificate(s)Rights Exercise Agreement with respect to the Rights granted to the Holder being exercised, including with any required signature guaranteessignatures guaranteed, evidencing the Rights being exercised is are received by the Agent Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, within three National Market System trading five (5) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates the Rights Exercise Agreements at the addresses set forth in the Prospectusabove, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile no. _____________telecopy no ).
(c) The Rights shall expire at 5:00 p.m. New York City time on the Expiration Date.
(d) Unless The "Subscription Price" shall be $ per Underlying Shares subscribed for pursuant to the Rights Exercise Agreement payable (in United States Dollars) (i) by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Subscription Agent; (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at Bank, Account No. , ABA No. ; or (iii) by such other manner as the Company may approve in writing in the case of persons acquiring Underlying Shares at a Subscription Certificate Price of $500,000 or more; provided that, in the case of clause (iii), in any event, the full amount of such Subscription Price is received by the Subscription Agent in currently available funds by no later than the fifth (5th) business day following the Expiration Date (the payment method under (iii) being an "Approved Payment Method"). The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (1) provides clearance of any uncertified check; (2) receipt by the Subscription Agent of any certified check or bank draft or postal, telegraphic or express money order, (3) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price; or (4) receipt of funds by the Subscription Agent through an Approved Payment Method.
(e) If the number of Underlying Shares being subscribed for is not specified, or full payment of the Subscription Price for the indicated number of Rights that are being exercised is not forwarded or if the Units payment delivered exceeds the required Subscription Price, the payment will be applied, until depleted, to be issued subscribe for Underlying Shares in the following order: (1) to subscribe for the number of Underlying Shares indicated, if any, pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or Basic Subscription Price; (2) is submitted to subscribe for Underlying Shares until the Basic Subscription Price has been fully exercised with respect to all of the Rights represented by such Rights Exercise Agreement; (3) to subscribe for additional Underlying Shares pursuant to the Oversubscription Privilege (subject to any applicable proration).
(f) Funds received by the Subscription Agent in payment of the Subscription Price shall be held in a segregated, interest bearing account until the closing of the Rights Offering, at which time they shall be paid over to the Company. All interest accrued on such account shall be for the account of the Company.
(g) If a member firm of a registered national securities exchange or a member Holder exercising the Oversubscription Privilege is allocated less than all of the National Association of Securities Dealers, Inc.Underlying Shares which such Holder subscribed for, or if the number of Underlying Shares purchased by a commercial bank or trust company having an office or correspondent Holder is otherwise reduced as set forth in the United StatesSection 3(b), signatures on the Subscription Agent, as soon as practicable after the Expiration Date, shall mail to such Holder the Subscription Certificate must be guaranteed Price paid by an eligible guarantor institution ("Eligible Institution") as defined such Holder in Rule 17Ad-15 respect of the Exchange Actnumber of such shares that were subscribed for but not ultimately issued, subject without interest of deduction.
(h) The Subscription Agent is authorized to accept only Rights Exercise Agreements (other than Rights Exercise Agreements delivered in accordance with the standards and procedures adopted by procedure for guaranteed delivery set forth in Section 5(b)), or transfers of Rights to its account at DTC, received prior to 5:00 p.m., New York City time, on the AgentExpiration Date.
(i) Once a Holder has exercised a Right, such exercise may not be revoked.
Appears in 1 contract
Samples: Subscription Agency Agreement (Alpha Technologies Group Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Rights Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less other than three _____ Rights or an integral multiple multiples thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York timeEastern Daylight Time, on August __________ ___, 1997 (the "Expiration Date"), a the properly completed and duly executed Subscription Rights Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the Prospectus, together with payment of the full Subscription Price for each Unit Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) exercise of such Rights. In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege such Rights may be effected exercised by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Share subscribed for pursuant to the Basic Subscription Privilege and exercise of such Rights. Alternatively, the holder of any Rights Certificate may exercise the Rights evidenced thereby by effecting compliance with the procedures for guaranteed delivery set forth in Section 7(b) hereof.
(2b) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or If, prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date, the Subscription Agent has received a DTC Participant Oversubscription Exercise Form, properly completed and duly executed Notice of Guaranteed Delivery substantially in the form distributed with the Rights Certificates specifying the name of which is attached hereto the holder of Rights and the number of Shares subscribed for (stating separately the number of Shares subscribed for pursuant to the exercise of Rights and the number of Shares subscribed for pursuant to the Oversubscription Privilege (as Exhibit B, together with defined below)) and guaranteeing that the properly completed and duly executed Rights Certificate and payment of the appropriate full Subscription Price for each Share subscribed for will be delivered to the number Subscription Agent within three business days after the Expiration Date, such subscription may be accepted; however, the Subscription Agent shall withhold the certificates for the Shares until receipt of Units for which the Oversubscription Privilege is to properly completed and duly executed Rights Certificate and payment of such amount within such time period. The Notice of Guaranteed Delivery must be exercisedguaranteed by a commercial bank or a trust company having an office, branch or agency in the United States, or by a member of a Stock Transfer Association approved medallion program such as STAMP, SEMP or MSP (an "Eligible Institution").
(c) The Rights shall expire at 5:00 p.m., Eastern Daylight Time, on the Expiration Date.
(d) The Subscription Price shall be payable in United States currency (i) by personal check, cashier's check, bank draft or money order drawn on a bank located in the United States payable to "ATLANTIC Rights Offering" or (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at BankBoston, N.A., ABA No. 000000000. The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (i) clearance of any personal check, (ii) receipt by the Subscription Agent of any cashier's check, bank draft or money order or (iii) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price.
(e) If a an exercising Rights holder wishes to exercise Rightshas not indicated the number of Rights being exercised, but time will not permit or if the Subscription Price payment forwarded by such holder to cause the Subscription Certificate(s) evidencing Agent is not sufficient to purchase the number of Shares subscribed for, the Rights holder will be deemed to have exercised the maximum number of whole Rights which may be exercised for the Subscription Price delivered to the Subscription Agent and, to the extent that the Subscription Price payment delivered by an exercising Rights holder exceeds the Subscription Price multiplied by the maximum number of whole Rights which may be exercised (such excess being the "Subscription Excess"), the Subscription Agent, as soon as practicable after such exercise of Rights, shall mail to such Rights holder the Subscription Excess paid by such holder without interest or deduction.
(f) A holder of Shares on the Record Date who validly exercises all of such holder's Rights will have the further right (the "Oversubscription Privilege") to reach oversubscribe for additional Shares, at the Agent on or prior Subscription Price, to the Expiration Date, such Rights may nevertheless be exercised if extent all of the following conditions Underlying Shares have not been purchased through the exercise of Rights (the "Guaranteed Delivery Procedures") are satisfied:
(1) such holder has caused payment in full except for Shares underlying Rights issued to Security Capital Group Incorporated, which will not be available for oversubscriptions). Holders of the Subscription Price for each Unit being subscribed for pursuant Shares so entitled to the Basic Subscription Privilege and exercise the Oversubscription Privilege may oversubscribe for as many additional Shares as desired (subject to be received (the maximum number of Underlying Shares) in the manner set forth in this Section 7(g) hereof) by 7. If the Agent on or prior demand for Shares pursuant to the Expiration Date;
(2) Oversubscription Privilege exceeds the Agent receivesnumber of Shares available, holders of Shares on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially Record Date shall participate in the form provided with the Instructions distributed with the Subscription CertificatesOversubscription Privilege (up to, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holderbut not exceeding, the number of Shares oversubscribed for by each such holder) pro rata based upon the number of Rights represented exercised by each such person (without regard to the number of Shares oversubscribed for by each such person under the Oversubscription Privilege), with fractional Shares adjusted in any manner ATLANTIC deems appropriate.
(g) The Subscription Agent shall pay to, credit to the account of or otherwise transfer to ATLANTIC all funds received by the Subscription Certificate(s) held by such exercising holder, Agent in payment of the number of Units being Subscription Price for Shares subscribed for pursuant to the Basic Subscription Privilege exercise of Rights and the number of UnitsOversubscription Privilege, if any, being subscribed for as soon as practicable following the Expiration Date and any funds received pursuant to the Oversubscription Privilege, and guaranteeing the delivery Privilege or from subscribers as provided in Section 8(b) which are not used to purchase Shares shall be returned to the appropriate subscriber. If the Rights Offering is withdrawn or terminated for any reason, the Subscription Agent will return to each subscriber all funds received from such subscriber without interest. No interest will be paid on funds returned due to the proration of oversubscriptions (either pursuant to the Oversubscription Privilege or the sale to third-party purchasers of Shares for which subscriptions are not received or accepted) or otherwise.
(h) In case the holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing the number of Rights remaining unexercised shall be issued by the Subscription Certificate(s) evidencing Agent to the registered holder of such Rights within three National Market System trading days following Certificate or to his duly authorized assigns, subject to the date provisions of the Notice of Guaranteed Delivery; andSection 9 hereof.
(3i) The Subscription Agent is authorized to accept Rights Certificates (other than Rights Certificates delivered in accordance with the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is received by the Agent within three National Market System trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses procedure for guaranteed delivery set forth in the ProspectusSection 7(b)), or may be transmitted transfers of Rights to its account at DTC, received prior to 5:00 p.m., Eastern Daylight Time, on the Agent by facsimile transmission (facsimile no. _____________)Expiration Date.
(dj) Once a holder of Rights has exercised a Right, such exercise may not be revoked.
(k) Unless a Subscription Rights Certificate (1i) provides that the Units Shares to be issued pursuant to the exercise of Rights represented thereby are to be registered in the name and delivered to the record holder of such Rights or (2ii) is submitted for the account of a member firm of a registered national securities exchange or 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 StatesEligible Institution, signatures on such Subscription Rights Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Samples: Subscription Agency Agreement (Security Capital Atlantic Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights one Right or an integral multiple thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York City time, on __________, August _____, 1997 1998 (the "Expiration DateEXPIRATION DATE"), a properly completed and executed Subscription Certificate, includingCertificate evidencing such Rights (with signatures guaranteed, if requirednecessary, by a signature guarantee from commercial bank or trust company having an Eligible Institution (as defined in Section 7(d) hereof) and mailing office or delivering the Subscription Certificate to the Agent at its corporate office specified correspondent in the ProspectusUnited States or a member firm of a national securities exchange or a member of the National Association of Securities Dealers, Inc. (each, an "ELIGIBLE INSTITUTION")), together with payment of the Subscription Price (as hereinafter defined) for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) . In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege may be effected by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege and (2) exercises Privilege. Exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Subscription Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Form, the form of which is attached hereto as Exhibit B, together with payment of the appropriate Subscription Price for the number of Units Underlying Shares for which the Oversubscription Privilege is to be exercised. Alternatively, the holder of any Subscription Certificate may exercise the Rights evidenced thereby by effecting compliance with the procedures for guaranteed delivery set forth in SECTION 7(B) below.
(cb) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) Certificate or Subscription Certificates evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery ProceduresGUARANTEED DELIVERY PROCEDURES") are satisfiedmet:
(1i) such holder has caused payment in full of the Subscription Price for each Unit Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(gSECTION 7(D) hereof) by the Subscription Agent on or prior to the Expiration Date;
(2ii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice of guaranteed delivery (a "Notice of Guaranteed DeliveryNOTICE OF GUARANTEED DELIVERY"), substantially in the form provided with the Instructions as to Use of Subscription Certificates (the "INSTRUCTIONS") distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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 StatesEligible Institution, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) Certificate or Subscription Certificates held by such exercising Rights holder, the number of Units Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of UnitsUnderlying Shares, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Subscription Agent of any the Subscription Certificate(s) Certificate evidencing such Rights within at or prior to 5:00 p.m., New York City time, on the date three National Nasdaq SmallCap Market System ("NASDAQ") trading days following the date of the Notice of Guaranteed Delivery; and
(3iii) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, ) evidencing the Rights being exercised is exercised, with any required signatures guaranteed, are received by the Agent within Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three National Market System Nasdaq trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectusabove, or may be transmitted to the Subscription Agent by facsimile transmission (facsimile no. _____________(000) 000-0000).
(dc) Unless a Subscription Certificate (1) provides that The Rights shall expire at 5:00 p.m., New York City time, on the Units to be issued pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or (2) is submitted for the account of a member firm of a registered national securities exchange or 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, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the AgentExpiration Date.
Appears in 1 contract
Samples: Subscription Agency Agreement (Siebert Financial Corp)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of Rights will be exercisable at any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights or an integral multiple thereof) by delivering to the Agent, on or prior to time following 5:00 p.m., New York City time, on August __the last day of the Measurement Period until 5:00 p.m., 1997 (New York City time, on the "Expiration Date"), a unless the Rights Offering is earlier canceled.
(b) To exercise Rights directly, Rightholders receiving Subscription Certificates are required properly to complete and execute Form 1 of the Subscription Certificate or, for Rightholders outside the United States or with APO or FPO addresses, an International Holder Subscription Form, and timely to send such properly completed and executed Subscription Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing Certificate or delivering the International Holder Subscription Certificate to the Agent at its corporate office specified in the ProspectusForm, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege may be effected by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Agent, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Form, the form of which is attached hereto as Exhibit B, together with payment of the appropriate Subscription Price for the number of Units for which the Oversubscription Privilege is to be exercised.
(c) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) evidencing such Rights to reach the Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfied:
(1) such holder has caused payment in full of the Subscription Price for each Unit being all shares subscribed for pursuant to the Basic Subscription Privilege and (including any fractions of shares), to the Oversubscription Privilege Subscription Agent. An International Holder Subscription Form, but not a Subscription Certificate, may --- be sent by telecopy to the Subscription Agent. Any wire transfer of funds shall clearly indicate the identity of the party paying the Subscription Price by the wire transfer. The Subscription Price will be deemed to have been received by the Subscription Agent only upon (i) the clearance of any uncertified check, (ii) the receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or any postal, telegraphic or express money order or (iii) the receipt of good funds in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date;Subscription Agent's account designated above.
(2c) Rightholders receiving Subscription Certificates (but not those receiving International Holder Subscription Forms) may cause a written guarantee (the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with of EXHIBIT A to the Instructions as to Use of MeriStar Hotels & Resorts, Inc. Subscription Certificates and International Holder Subscription Forms (the "Instructions") distributed with the Subscription CertificatesCertificates and International Holder Subscription Forms, from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or from a commercial bank or trust company having an office or correspondent in the United States, stating the name States (each of the exercising Rights holderforegoing being an "Eligible Institution"), to be received by the Subscription Agent at or prior to the Expiration Date together with payment in full of the applicable Subscription Price. Such Notice of Guaranteed Delivery must state the Rightholder's name, the number of Rights represented by the such Rightholder's Subscription Certificate(s) held by such exercising holder, the number of Units being subscribed for pursuant to the Basic Subscription Privilege Certificate and the number of Units, if any, Rights being subscribed for exercised pursuant to the Oversubscription Subscription Privilege, and guaranteeing guarantee the delivery to the Subscription Agent of any the Rightholder's properly completed and executed Subscription Certificate(s) evidencing such Rights Certificate within three National Market System trading days Trading Days following the date of the Notice of Guaranteed Delivery; and
(3) the properly completed and duly executed . To constitute a valid exercise of Rights, such Rightholder's Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is Certificate must be received by the Subscription Agent within such three National Market System trading days Trading Days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectus, or may be transmitted to the Agent by facsimile transmission (facsimile no. _____________)Delivery.
(d) Unless Rightholders shall be entitled to exercise the Rights evidenced by a Subscription Certificate indirectly through their bank or broker, by so indicating on Form 2 in the Subscription Certificate and delivering such executed Subscription Certificate to their bank or broker for delivery to the Subscription Agent. If any such Form 2 is completed without designating a bank or broker, the Subscription Agent shall be entitled thereafter to treat the bearer of the Subscription Certificate as the absolute owner of all of the Rights evidenced by such Subscription Certificate for all purposes, and the Subscription Agent shall not be affected by any notice to the contrary.
(1e) provides that Rights held of record through The Depository Trust Company ("DTC") shall be exercisable by instruction to DTC to transfer Rights (such Rights being "DTC Exercised Rights") from the Units DTC account of a beneficial holder of Rights to be issued the DTC account of the Subscription Agent, together with payment of the Subscription Price for all shares subscribed for pursuant to the exercise Subscription Privilege.
(f) The Company will publicly announce the Subscription Price promptly following determination thereof and will simultaneously deliver a written copy of Rights represented thereby such announcement to the Subscription Agent. The Subscription Price shall be payable in United States dollars (i) by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Subscription Agent, or (ii) by wire transfer of same day funds to the account maintained by the Subscription Agent for such purpose at [------------------------------------ -------------------], Account No. [----------]; ABA No.[---------]. If the amount enclosed or transmitted is not sufficient to pay the Subscription Price for all shares that are stated to be delivered subscribed for, or if the number of shares being subscribed for is not specified, the number of shares subscribed for will be assumed to be the maximum number that could be subscribed for upon payment of such amount. If the amount enclosed or transmitted exceeds the Subscription Price for all shares purchased pursuant to the record holder of such Rights Subscription Privilege (the "Subscription Excess"), the Subscription Excess will be returned without interest or deduction.
(2g) is submitted for Funds received by the account of a member firm of a registered national securities exchange or a member Subscription Agent in payment of the National Association of Securities DealersSubscription Price for Underlying Shares subscribed for pursuant to the Subscription Privilege shall be held in a segregated, Inc.interest-bearing account pending application pursuant to the terms hereof. The Company shall have sole discretion in determining how the funds in such account shall be invested, or a commercial bank or trust company having an office or correspondent in the United States, signatures and all interest and gains earned on such funds shall be paid to the Company.
(h) In case any Rightholder holding a Subscription Certificate must shall exercise less than all the Rights evidenced thereby, a new Subscription Certificate evidencing the number of rights remaining unexercised shall be guaranteed issued by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject Subscription Agent to the standards and procedures adopted Rightholder, to the extent the Subscription Agent is able to reissue a Subscription Certificate prior to the Expiration Date. International Rightholders who exercise less than all of their Rights by the Agent.delivery of an International Holder Subscription Form will not receive a replacement Subscription Certificate or any other evidence of their remaining
Appears in 1 contract
Samples: Subscription Agency Agreement (Meristar Hotels & Resorts Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Rights Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less other than three four Rights or an integral multiple multiples thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York timeEastern Standard Time, on August __January 15, 1997 1998 (the "Expiration Date"), a the properly completed and duly executed Subscription Rights Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the Prospectus, together with payment of the full Subscription Price for each Unit Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) exercise of such Rights. In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege such Rights may be effected exercised by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Share subscribed for pursuant to the Basic Subscription Privilege and exercise of such Rights. Alternatively, the holder of any Rights Certificate may exercise the Rights evidenced thereby by effecting compliance with the procedures for guaranteed delivery set forth in Section 7(b) hereof.
(2b) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or If, prior to 5:00 p.m., Eastern Standard Time, on the Expiration Date, the Subscription Agent has received a DTC Participant Oversubscription Exercise Form, properly completed and duly executed Notice of Guaranteed Delivery substantially in the form distributed with the Rights Certificates specifying the name of which is attached hereto the holder of Rights and the number of Shares subscribed for (stating separately the number of Shares subscribed for pursuant to the exercise of Rights and the number of Shares subscribed for pursuant to the Oversubscription Privilege (as Exhibit B, together with defined below)) and guaranteeing that the properly completed and duly executed Rights Certificate and payment of the appropriate full Subscription Price for each Share subscribed for will be delivered to the number Subscription Agent within three business days after the Expiration Date, such subscription may be accepted; however, the Subscription Agent shall withhold the certificates for the Shares until receipt of Units for which the Oversubscription Privilege is to properly completed and duly executed Rights Certificate and payment of such amount within such time period. The Notice of Guaranteed Delivery must be exercisedguaranteed by a commercial bank or a trust company having an office, branch or agency in the United States, or by a member of a Stock Transfer Association approved medallion program such as STAMP, SEMP or MSP (an "Eligible Institution").
(c) The Rights shall expire at 5:00 p.m., Eastern Standard Time, on the Expiration Date.
(d) The Subscription Price shall be payable in United States currency (i) by personal check, cashier's check, bank draft or money order drawn on a bank located in the United States payable to "Homestead Rights Offering" or (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at BankBoston, N.A., ABA No. 000000000. The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (i) clearance of any personal check, (ii) receipt by the Subscription Agent of any cashier's check, bank draft or money order or (iii) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price.
(e) If a an exercising Rights holder wishes to exercise Rightshas not indicated the number of Rights being exercised, but time will not permit or if the Subscription Price payment forwarded by such holder to cause the Subscription Certificate(s) evidencing Agent is not sufficient to purchase the number of Shares subscribed for, the Rights holder will be deemed to have exercised the maximum number of whole Rights which may be exercised for the Subscription Price delivered to the Subscription Agent and, to the extent that the Subscription Price payment delivered by an exercising Rights holder exceeds the Subscription Price multiplied by the maximum number of whole Rights which may be exercised (such excess being the "Subscription Excess"), the Subscription Agent, as soon as practicable after such exercise of Rights, shall mail to such Rights holder the Subscription Excess paid by such holder without interest or deduction.
(f) A holder of Shares on the Record Date who validly exercises all of such holder's Rights will have the further right (the "Oversubscription Privilege") to reach oversubscribe for additional Shares, at the Agent on or prior Subscription Price, to the Expiration Date, such Rights may nevertheless be exercised if extent (i) all of the following conditions Underlying Shares have not been purchased through the exercise of Rights or otherwise or (ii) Homestead determines, in its sole and absolute discretion, to accept subscriptions for the "Guaranteed Delivery Procedures"Additional Shares pursuant to the Oversubscription Privilege. Holders of Shares so entitled to exercise the Oversubscription Privilege may oversubscribe for as many additional Shares as desired (subject to the maximum number of Underlying Shares and Additional Shares that Homestead has determined to accept subscriptions for pursuant to the Oversubscription Privilege) are satisfied:in the manner set forth in this Section 7. If the demand for Shares pursuant to the Oversubscription Privilege exceeds the number of Shares available, holders of Shares on the Record Date shall participate in the Oversubscription Privilege (up to, but not exceeding, the number of Shares oversubscribed for by each such holder) pro rata based upon the number of Rights exercised by each such person (without regard to the number of Shares oversubscribed for by each such person under the Oversubscription Privilege), with fractional Shares adjusted in any manner Homestead deems appropriate.
(1g) such holder has caused The Subscription Agent shall pay to, credit to the account of, or otherwise transfer to, Homestead all funds received by the Subscription Agent in payment of the Subscription Price for Shares subscribed for pursuant to the exercise of Rights as soon as practicable after the receipt of all required documents and payment in full of the Subscription Price for each Unit being subscribed for and pursuant to the Basic Subscription Oversubscription Privilege as soon as practicable following the Expiration Date and any funds received pursuant to the Oversubscription Privilege or from subscribers as provided in Section 8(b) which are not used to purchase Shares shall be returned to the appropriate subscriber. If the Rights Offering is withdrawn or terminated for any reason, the Subscription Agent will return to each subscriber all funds received from such subscriber without interest. No interest will be paid on funds returned due to the proration of oversubscriptions (either pursuant to the Oversubscription Privilege or the sale to third-party purchasers of Shares for which subscriptions are not received or accepted) or otherwise. Any interest accumulated on funds held pending proration of oversubscriptions (either pursuant to the Oversubscription Privilege or the sale to third-party purchasers of Shares for which subscriptions are not received or accepted) or otherwise, shall be paid to the Company.
(h) In case the holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing the number of Rights remaining unexercised shall be issued by the Subscription Agent to the registered holder of such Rights Certificate or to his duly authorized assigns, subject to the provisions of Section 9 hereof.
(i) The Subscription Agent is authorized to accept Rights Certificates (other than Rights Certificates delivered in accordance with the manner procedure for guaranteed delivery set forth in Section 7(g) hereof) by the Agent on 7(b)), or transfers of Rights to its account at DTC, received prior to 5:00 p.m., Eastern Standard Time, on the Expiration Date;
(2) the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) held by such exercising holder, the number of Units being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Agent of any Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and
(3) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is received by the Agent within three National Market System trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectus, or may be transmitted to the Agent by facsimile transmission (facsimile no. _____________).
(dj) Once a holder of Rights has exercised a Right, such exercise may not be revoked.
(k) Unless a Subscription Rights Certificate (1i) provides that the Units Shares to be issued pursuant to the exercise of Rights represented thereby are to be registered in the name and delivered to the record holder of such Rights or (2ii) is submitted for the account of a member firm of a registered national securities exchange or 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 StatesEligible Institution, signatures on such Subscription Rights Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Samples: Subscription Agency Agreement (Homestead Village Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights one Right or an integral multiple thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York Eastern time, on August _______________ __, 1997 (the "Expiration Date"), a properly completed and executed Subscription CertificateCertificate evidencing such Rights (with signatures guaranteed by an eligible guarantor institution which is a participant in a securities transfer association recognized program (each, including, if required, a signature guarantee from an "Eligible Institution (as defined in Section 7(dGuarantor")) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the Prospectus, together with payment of the Subscription Price for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) . In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege (but not the Oversubscription Privilege) may be effected by instructing DTC to transfer Rights (such rights Rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege. The Oversubscription Privilege and (2) exercises in respect of DTC Exercised Rights may not be exercised through DTC. The holder of a DTC Exercised Right may exercise the Oversubscription Privilege may be effected in respect of such DTC Exercised Right by properly executing and delivering to the Subscription Agent on at or prior to 5:00 p.m., Eastern time, on the Expiration Date, a DTC Participant Oversubscription Exercise Form, substantially in the form of which is attached hereto as Exhibit BC hereto, together with --------- payment of the appropriate Subscription Price for the number of Units Underlying Shares for which the Oversubscription Privilege is to be exercised. Alternatively, the holder of any Subscription Certificate may exercise the Rights evidenced thereby by effecting compliance with the procedures for guaranteed delivery set forth in Section 7(b) below.
(cb) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) Certificate or Subscription Certificates evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfiedmet:
(1i) such holder has caused payment in full of the Subscription Price for each Unit Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g7(d) hereof) by the Subscription Agent on or prior to the Expiration Date;
(2ii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions as to Use of Thermedics Detection Inc. Subscription Certificates and International Holder Subscription Forms (the "Instructions") distributed with the Subscription Certificates, from a commercial bank or trust company having an office or correspondent in the United States or a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc.Inc. (each, or a commercial bank or trust company having an office or correspondent in the United States"Eligible Institution"), stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) Certificate or Subscription Certificates held by such exercising Rights holder, the number of Units Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of UnitsUnderlying Shares, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Subscription Agent of any the Subscription Certificate(s) Certificate evidencing such Rights within three National Market System five American Stock Exchange ("AMEX") trading days following the date of the Notice of Guaranteed Delivery, provided that if such a Notice of Guaranteed Delivery relates to Rights with respect to which exercise of the Basic Subscription Privilege will be made through DTC and such Notice of Guaranteed Delivery also relates to the exercise of the Oversubscription Privilege, a DTC Participant Oversubscription Exercise Form must also be received by the Subscription Agent in respect of such exercise of the Oversubscription Privilege on or prior to the Expiration Date; and
(3iii) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, Certificate[s] evidencing the Rights being exercised is exercised, with any required signatures guaranteed, are received by the Agent Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, within three National Market System five AMEX trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectusabove, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile telecopy no. 718-234-5001).
(c) The Rights shall expire at 5:00 p.m., Eastern time, on the Expiration Date.
(d) The "Subscription Price" shall be $_____ per share of Common Stock subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege payable (in United States dollars) (i) by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Subscription Agent, or (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at Chemical Bank, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Account No. 323-294723; ABA No._____________)__. The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order or (iii) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price.
(de) Unless a If an exercising Rights holder has not indicated the number of Rights being exercised, or if the Subscription Certificate (1) provides Price payment forwarded by such holder to the Subscription Agent is not sufficient to purchase the number of shares subscribed for, the Rights holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Rights which may be exercised for the Subscription Price delivered to the Subscription Agent and, to the extent that the Units Subscription Price payment delivered by such holder exceeds the Subscription Price multiplied by the number of Rights exercised (such excess being the "Subscription Excess"), the holder will be deemed to be issued have exercised its Oversubscription Privilege to purchase, to the extent available, a number of whole Underlying Shares equal to the quotient obtained by dividing the Subscription Excess by the Subscription Price.
(f) Funds received by the Subscription Agent in payment of the Subscription Price for Underlying Shares subscribed for pursuant to the exercise of Rights represented thereby are Oversubscription Privilege shall be held in a segregated, interest-bearing account pending allocation pursuant to Section 3(a)(ii) hereof and eventual distribution pursuant to Section 8(a) hereof. The Company shall have sole discretion in determining how the funds in such account shall be delivered invested, and all interest and gains earned on such funds shall be paid to the record Company. If a Rights holder exercising the Oversubscription Privilege is allocated less than all of the shares of Common Stock which such holder subscribed for pursuant to the Oversubscription Privilege, the Subscription Agent, as soon as practicable after the Expiration Date, shall mail to such Rights holder the Subscription Price paid by such holder in respect of the number of shares that were subscribed for but not ultimately issued, without interest or deduction.
(g) In case the holder of any Subscription Certificate shall exercise less than all the Rights evidenced thereby, a new Subscription Certificate evidencing the number of rights remaining unexercised shall be issued by the Subscription Agent to the registered holder of such Rights subscription Certificate or (2) is submitted for the account of a member firm of a registered national securities exchange or 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, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Actto his duly authorized assigns, subject to the standards and procedures adopted provisions of Section 9 hereof, to the extent the Subscription Agent is able to reissue a Subscription Certificate prior to the Expiration Date.
(h) The Subscription Agent is authorized to accept only Subscription Certificates (other than Subscription Certificates delivered in accordance with the procedure for guaranteed delivery set forth in Section 7(b)), or transfers of Rights to its account at DTC, received prior to 5:00 p.m., Eastern time, on the Expiration Date.
(i) Once a holder of Rights has exercised a Right, such exercise may not be revoked.
(j) Notwithstanding anything to the contrary contained herein, the Company has agreed to allow the Standby Underwriters (as defined below) to exercise any Rights held by them on the Agentbusiness day following the Expiration Date.
Appears in 1 contract
Samples: Subscription Agency Agreement (Thermedics Detection Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights one Right or an integral multiple thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York City time, on August __, 1997 (the "Expiration Date"), a properly completed and executed Subscription Certificate, includingCertificate evidencing such Rights (with signatures guaranteed, if requirednecessary, by a signature guarantee from commercial bank or trust company having an Eligible Institution (as defined in Section 7(d) hereof) and mailing office or delivering the Subscription Certificate to the Agent at its corporate office specified correspondent in the ProspectusUnited States or a member firm of a national securities exchange or a member of the National Association of Securities Dealers, Inc. (each, an "Eligible Institution")), together with payment of the Subscription Price (as hereinafter defined) for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege, the Oversubscription Privilege and the Oversubscription PrivilegeStandby Purchase Commitment.
(b) In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege may be effected by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Agent, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Form, the form of which is attached hereto as Exhibit B, together with payment of the appropriate Subscription Price for the number of Units for which the Oversubscription Privilege is to be exercised.
(c) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) Certificate or Subscription Certificates evidencing such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfiedmet:
(1i) such holder has caused payment in full of the Subscription Price for each Unit Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g7(d) hereof) by the Subscription Agent on or prior to the Expiration Date;
(2ii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions as to Use of Subscription Certificates (the "Instructions") distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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 StatesEligible Institution, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) Certificate or Subscription Certificates held by such exercising Rights holder, the number of Units Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of UnitsUnderlying Shares, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Subscription Agent of any the Subscription Certificate evidencing such Rights at or prior to 5:00 p.m., New York
(iii) the properly completed Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and
(3) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is exercised, with any required signatures guaranteed, are received by the Agent within Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, at or prior to 5:00 p.m., New York City time, on the date three National Market System AMEX trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectusabove, or may be transmitted to the Subscription Agent by telegram or facsimile transmission (facsimile telecopy no. _____________(718) 000-0000 xx (718) 000-0000).
(c) The Rights shall expire at 5:00 p.m., New York City time, on the Expiration Date.
(d) The "Subscription Price" shall be $.90 per share of Common Stock subscribed for pursuant to the Subscription Privilege payable (in United States dollars) (i) by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Subscription Agent, as Subscription Agent, or (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at the [Chase Manhattan Bank, Account No. 323053807; ABA No. 021000000] (xhe "Bank Account"). The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Subscription Agent of any certified check or bank draft or postal, telegraphic or express money order or (iii) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price.
(e) If an exercising Rights holder has not indicated the number of Rights being exercised, or if the Subscription Price payment forwarded by such holder to the Subscription Agent is not sufficient to purchase the number of shares subscribed for, the Rights holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Rights which may be exercised for the Subscription Price delivered to the Subscription Agent and, to the extent that the Subscription Price payment delivered by such holder exceeds the Subscription Price multiplied by the maximum number of whole
(f) The Subscription Agent shall pay to credit to the account of or otherwise transfer to the Company all funds received by the Subscription Agent in payment of the Subscription Price for Underlying Shares subscribed for pursuant to the Basic Subscription Privilege, as soon as practicable following the Expiration date.
(g) Funds received by the Subscription Agent in payment of the Subscription Price for Excess Shares subscribed for pursuant to the Oversubscription Privilege shall be held in a segregated account pending issuance of such excess shares.
(h) Upon receipt by the Subscription Agent of a notice of satisfaction or waiver of the conditions to the standby purchase commitment from the Company substantially in the form of Annex A hereto on or before the Expiration Date, the Subscription Agent shall and is hereby directed to withdraw from the Bank Account and pay to, credit to the account of or otherwise transfer to the Company all such funds on , 1997 (the "Closing Date"). Upon receipt by the Subscription Agent of a notice of failure to satisfy or waive the conditions to the standby purchase commitment from the Company substantially in the form of Annex B hereto on or before the Expiration Date, the Subscription Agent shall and is hereby directed to withdraw from the Bank Account and return to exercising Rights holders all such funds as promptly as practicable following the Expiration Date.
(i) In case the holder of any Subscription Certificate shall exercise less than all the Rights evidenced thereby, a new Subscription Certificate evidencing the number of Rights remaining unexercised shall be issued by the Subscription Agent to the registered holder of such Subscription Certificate or to his duly authorized assigns, subject to the provisions of Section 9 hereof.
(j) The Subscription Agent is authorized to accept only Subscription Certificates (other than Subscription Certificates delivered in accordance with the procedure for guaranteed delivery set forth in Section 7(b)), or transfers of Rights to its account at DTC, received prior to 5:00 p.m., New York City time, on the Expiration Date.
(k) Once a holder of Rights has exercised a Right, such exercise may not be revoked.
(l) Unless a Subscription Certificate (1i) provides that the Units Underlying Shares to be issued pursuant to the exercise of Rights represented thereby are to be delivered to the record holder holders of such Rights or (2ii) is submitted for the account of a member firm of a registered national securities exchange or 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 StatesEligible Institution, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Rights Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less other than three _______ Rights or an integral multiple multiples thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York timeEastern Daylight Time, on August ______________, 1997 (the "Expiration ---------- Date"), a the properly completed and duly executed Subscription Rights Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the Prospectus, together ---- with payment of the full Subscription Price for each Unit Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) exercise of such Rights. In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege such Rights may --- be effected exercised by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Share subscribed for pursuant to the Basic Subscription Privilege and exercise of such Rights. Alternatively, the holder of any Rights Certificate may exercise the Rights evidenced thereby by effecting compliance with the procedures for guaranteed delivery set forth in Section 7(b) hereof.
(2b) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or If, prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date, the Subscription Agent has received a DTC Participant Oversubscription Exercise Form, properly completed and duly executed Notice of Guaranteed Delivery substantially in the form of which is attached hereto as Exhibit B, together distributed with payment the Rights Certificates specifying the name of the appropriate Subscription Price for holder of Rights and the number of Units Shares subscribed for which (stating separately the Oversubscription Privilege is to be exercised.
(c) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) evidencing such Rights to reach the Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all number of the following conditions (the "Guaranteed Delivery Procedures") are satisfied:
(1) such holder has caused payment in full of the Subscription Price for each Unit being Shares subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date;
(2) the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holder, the number exercise of Rights represented by the Subscription Certificate(s) held by such exercising holder, the number of Units being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being Shares subscribed for pursuant to the Oversubscription Privilege, ) and guaranteeing the delivery to the Agent of any Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and
(3) that the properly completed and duly executed Rights Certificate and payment of the full Subscription Certificate(s), including any required signature guarantees, evidencing Price for each Share subscribed for will be delivered to the Rights being exercised is received by the Subscription Agent within three National Market System New York Stock Exchange, Inc. ("NYSE") trading ---- days following after the date Expiration Date, such subscription may be accepted; however, the Subscription Agent shall withhold the certificates for the Shares until receipt of the Notice properly completed and duly executed Rights Certificate and payment of Guaranteed Delivery relating theretosuch amount within such time period. The Notice of Guaranteed Delivery may must be delivered to the Agent guaranteed by a commercial bank or a trust company having an office, branch or agency in the same manner as Subscription Certificates at the addresses set forth in the ProspectusUnited States, or may be transmitted to by a member of a Stock Transfer Association approved medallion program such as STAMP, SEMP or MSP (an "Eligible -------- Institution"). -----------
(c) The Rights shall expire at 5:00 p.m., Eastern Daylight Time, on the Agent by facsimile transmission (facsimile no. _____________)Expiration Date.
(d) The Subscription Price shall be payable in United States currency (i) by personal check, cashier's check, bank draft or money order drawn on a bank located in the United States payable to "ATLANTIC Escrow Account" or (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at The First National Bank of Boston, ABA No. 000000000. The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (i) clearance of any personal check, (ii) receipt by the Subscription Agent of any cashier's check, bank draft or money order or (iii) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price.
(e) If an exercising Rights holder has not indicated the number of Rights being exercised, or if the Subscription Price payment forwarded by such holder to the Subscription Agent is not sufficient to purchase the number of Shares subscribed for, the Rights holder will be deemed to have exercised the maximum number of whole Rights which may be exercised for the Subscription Price delivered to the Subscription Agent and, to the extent that the Subscription Price payment delivered by an exercising Rights holder exceeds the Subscription Price multiplied by the maximum number of whole Rights which may be exercised (such excess being the "Subscription Excess"), the Subscription Agent, as soon ------------------- as practicable after such exercise of Rights, shall mail to such Rights holder the Subscription Excess paid by such holder without interest or deduction.
(f) A holder of Shares on the Record Date who validly exercises all of such holder's Rights will have the further right (the "Oversubscription ---------------- Privilege") to oversubscribe for additional Shares, at the Subscription Price, --------- to the extent all of the Underlying Shares have not been purchased through the exercise of Rights (except for Shares underlying Rights issued to Security Capital Group Incorporated, which will not be available for oversubscriptions). Holders of Shares so entitled to exercise the Oversubscription Privilege may subscribe for as many Shares as desired (subject to the maximum number of Underlying Shares) in the manner set forth in this Section 7. If the demand for Shares pursuant to the Oversubscription Privilege exceeds the number of Shares available, holders of Shares on the Record Date shall participate in the Oversubscription Privilege (up to, but not exceeding, the number of Shares oversubscribed for by each such holder) pro rata based upon the number of Rights exercised by each such person (without regard to the number of Shares oversubscribed for by each such person under the Oversubscription Privilege), with fractional Shares adjusted in any manner ATLANTIC deems appropriate.
(g) The Subscription Agent shall pay to, credit to the account of or otherwise transfer to ATLANTIC all funds received by the Subscription Agent in payment of the Subscription Price for Shares subscribed for pursuant to the exercise of Rights and the Oversubscription Privilege, as soon as practicable following the Expiration Date and any funds received pursuant to the Oversubscription Privilege or from subscribers as provided in Section 8(b) which are not used to purchase Shares shall be returned to the appropriate subscriber. If the Rights Offering is withdrawn or terminated for any reason, the Subscription Agent will return to each subscriber all funds received from such subscriber, together with a pro rata share of any net interest thereon. No interest will be paid on funds returned due to the proration of oversubscriptions (either pursuant to the Oversubscription Privilege or the sale to third-party purchasers of Shares for which subscriptions are not received or accepted) or otherwise.
(h) In case the holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate evidencing the number of Rights remaining unexercised shall be issued by the Subscription Agent to the registered holder of such Rights Certificate or to his duly authorized assigns, subject to the provisions of Section 9 hereof.
(i) The Subscription Agent is authorized to accept Rights Certificates (other than Rights Certificates delivered in accordance with the procedure for guaranteed delivery set forth in Section 7(b)), or transfers of Rights to its account at DTC, received prior to 5:00 p.m., Eastern Daylight Time, on the Expiration Date.
(j) Once a holder of Rights has exercised a Right, such exercise may not be revoked.
(k) Unless a Subscription Rights Certificate (1i) provides that the Units Shares to be issued pursuant to the exercise of Rights represented thereby are to be registered in the name and delivered to the record holder holders of such Rights or (2ii) is submitted for the account of a member firm of a registered national securities exchange or 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 StatesEligible Institution, signatures on such Subscription Rights Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Samples: Subscription Agency Agreement (Security Capital Atlantic Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights one Right or an integral multiple thereof) by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York Cleveland, Ohio local time, on August _____________, 1997 1998 (the "Expiration Date"), a properly completed and executed Subscription Certificate, includingCertificate evidencing such Rights (with signature guarantees, if requirednecessary, by a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified participant in the ProspectusSecurities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the American Stock Exchange Inc. Medallion Signature Program (each, an "Eligible Institution")), together with payment of the Subscription Price (as hereinafter defined) for each Unit Underlying Note subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) . In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege (but not the Oversubscription Privilege) may be effected by instructing DTC to transfer debit down the Rights position for DTC held at the office of the Subscription Agent (such rights Rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Agent), together with payment of the Subscription Price for each Unit Underlying Note subscribed for pursuant to the Basic Subscription Privilege and (2) exercises at or prior to 5:00 pm, Cleveland, Ohio local time on the Expiration Date. The Oversubscription Privilege in respect of DTC Exercised Rights may not be exercised through DTC. The holder of DTC Exercised Rights may exercise the Oversubscription Privilege may be effected in respect of such DTC Exercised Rights by properly executing and delivering to the Subscription Agent on at or prior to 5:00 pm, Cleveland, Ohio local time on the Expiration Date, a DTC Participant Oversubscription Exercise Form, substantially in the form of which is attached hereto as Exhibit BEXHIBIT C hereto, together with payment of the appropriate Subscription Price for the number of Units Underlying Notes for which the Oversubscription Privilege is to be exercised.
(cb) If a The Rights holder wishes to exercise Rightsshall expire at 5:00 p.m, but time will not permit such holder to cause the Subscription Certificate(s) evidencing such Rights to reach the Agent Cleveland, Ohio local time, on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfied:
(1) such holder has caused payment in full of the Subscription Price for each Unit being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date;
(2) the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) held by such exercising holder, the number of Units being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Agent of any Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and
(3) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is received by the Agent within three National Market System trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectus, or may be transmitted to the Agent by facsimile transmission (facsimile no. _____________).
(d) Unless a Subscription Certificate (1) provides that the Units to be issued pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or (2) is submitted for the account of a member firm of a registered national securities exchange or 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, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Samples: Subscription Agency Agreement (Specialty Chemical Resources Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights or an integral multiple thereof) by delivering to the Agent, on or prior to 5:00 p.m., New York time, on August ______, 1997 (the "Expiration Date"), a properly completed and executed Subscription Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the Prospectus, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) In the case of holders of Rights that are held of record through The Depository Trust Company ("DTC"), (1) exercises of the Basic Subscription Privilege may be effected by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder to the DTC account of the Agent, together with payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Form, the form of which is attached hereto as Exhibit B, together with payment of the appropriate Subscription Price for the number of Units for which the Oversubscription Privilege is to be exercised.
(c) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) evidencing such Rights to reach the Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfied:
(1) such holder has caused payment in full of the Subscription Price for each Unit being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date;
(2) the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) held by such exercising holder, the number of Units being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Agent of any Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and
(3) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is received by the Agent within three National Market System trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectus, or may be transmitted to the Agent by facsimile transmission (facsimile no. _____________).
(d) Unless a Subscription Certificate (1) provides that the Units to be issued pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or (2) is submitted for the account of a member firm of a registered national securities exchange or 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, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Samples: Subscription and Information Agency Agreement (Atlantic Gulf Communities Corp)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate 6.1. Each Record Date Stockholder may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights or an integral multiple thereof) by the Subscription Certificate by delivering to the Agent, on or prior to 5:00 p.m.P.M., New York City time, on August __, 1997 (the "Expiration Date"), a properly completed and executed Subscription Certificate, includingDocuments evidencing such Rights (with signatures guaranteed, if requiredrequired by Section 6.9 hereof, by a financial institution (including commercial banks, savings and loan associations and brokerage houses) that is a member of a recognized signature guarantee from or medallion program within the meaning of Rule 17AD-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Certificate to the Agent at its corporate office specified in the ProspectusInstitution")), together with payment of the estimated subscription price of $13.25 per share (based on approximately 95% of the last reported sales price on the NYSE on August 20, 1999) ("Estimated Subscription Price Price") for each Unit Share subscribed for pursuant to the Basic Primary Subscription Privilege and the Oversubscription Over-Subscription Privilege, as the case may be.
(b) 6.2. In the case of holders of Record Date Stockholders whose Rights that are held of record through by Cede & Co. ("Cede"), as nominee for The Depository Trust Company ("DTC"), (1) exercises the exercise of Rights pursuant to the Basic Primary Subscription Privilege may be effected by instructing DTC to transfer Rights (such rights being "DTC Exercised Rights") from the DTC account of such holder Record Date Stockholder to the DTC account of the Agent, together with payment of the Estimated Subscription Price for each Unit Share subscribed for pursuant to the Basic Primary Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration DateOver-Subscription Privilege. Alternatively, a DTC Participant Oversubscription Exercise Form, Record Date Stockholder may exercise the form of which is attached hereto as Exhibit B, together Rights evidenced by the Subscription Certificate by effecting compliance with payment of the appropriate Subscription Price procedures for the number of Units for which the Oversubscription Privilege is to be exercisedguaranteed delivery set forth in Section 6.3 below.
(c) 6.3. If a Rights holder Record Date Stockholder wishes to exercise Rights, but time will not permit such holder Record Date Stockholder to cause the Subscription Certificate(s) Certificate evidencing such Rights to reach the Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfiedmet:
(1) such holder has caused payment in full of the Subscription Price for each Unit being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to be received (in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date;
(2a) the Agent receives, on or prior to 5:00 P.M., New York City time, on the Expiration Date, a guarantee notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, ) by facsimile (telecopy) or otherwise from a member firm of bank, a registered national securities exchange trust company or a NYSE member guaranteeing the delivery of (i) payment of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Estimated Subscription Price for the United States, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) held by such exercising holder, the number of Units being Shares subscribed for pursuant to the Basic Primary Subscription Privilege and the number of Units, if any, being any additional Shares subscribed for pursuant to the Oversubscription Over-Subscription Privilege, and guaranteeing the delivery to the Agent of any (ii) a properly completed and executed Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed DeliveryCertificate; and
(3b) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, ) evidencing the Rights being exercised is exercised, with any required signatures guaranteed, and full payment for the Shares are received by the Agent within three National Market System trading days following Agent, or such Rights are transferred into the date DTC account of the Notice Agent, at or prior to the close of Guaranteed Delivery relating theretobusiness New York City time on the third Business Day after the Expiration Date. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectusabove, or may be transmitted to the Agent by telegram or facsimile transmission (facsimile no. _____________facsimile: (718) 236-5001).
(d) Unless a 6.4. The Rights shall expire at 5:00 p.m., New York City time, on the Expiration Date and thereafter may not be exercised.
6.5. If an exercising Record Date Stockholder has not indicated the number of Rights being exercised, or if the Estimated Subscription Certificate (1) provides Price payment forwarded by such Record Date Stockholder to the Agent is not sufficient to purchase the number of shares subscribed for, the Record Date Stockholder will be deemed to have exercised, pursuant to the Primary Subscription, the maximum number of whole Rights which may be exercised for the Estimated Subscription Price delivered to the Agent and, to the extent that the Units Estimated Subscription Price payment delivered by such Record Date Stockholder exceeds the Estimated Subscription Price multiplied by the maximum number of whole Rights which may be exercised (such excess being the "Estimated Subscription Price Excess"), the Record Date Stockholder will have been deemed to exercise its Over-Subscription Privilege to purchase, to the extent available, that number of whole shares of Common Stock equal to the quotient obtained by dividing the Estimated Subscription Price Excess by the Estimated Subscription Price, up to the maximum number of shares purchasable by such Record Date Stockholder. The Agent, as soon as practicable after the exercise of the Rights, shall mail to such Record Date Stockholders any portion of the Estimated Subscription Price Excess not applied to the purchase of Common Stock pursuant to the Over-Subscription Privilege, without interest or deduction.
6.6. The Agent shall hold all proceeds of the Offering in a segregated interest bearing bank account (the "Bank Account") (the interest of which shall be paid to the Fund). The Agent shall and is hereby directed to withdraw from the Bank Account in which the proceeds of the Offering have been held and pay to, credit to the account of, or otherwise transfer to, the Fund all such proceeds (including all interest earned thereon), as promptly as practicable, after the Expiration Date. At the request of the Fund, any portion of the Shares shall be issued and the corresponding proceeds shall be remitted to the Fund. Proceeds held in respect of excess payments over the Subscription Price made by Record Date Shareholders exercising Rights shall be segregated in a separate bank account from other proceeds of the Offering and refunded to Record Date Shareholders entitled to such a refund as promptly as possible after the Expiration Date.
6.7. The Agent is authorized to accept only Subscription Certificates (other than Subscription Certificates delivered in accordance with the procedure for guaranteed delivery set forth in Section 6.3, or transfers of Rights to its account at DTC), received prior to 5:00 p.m., New York City time, on the Expiration Date.
6.8. Once a Record Date Stockholder has exercised a Right, such exercise may not be revoked.
6.9. If a Record Date Stockholder requests that the certificate representing the Common Stock to be issued pursuant to in a name other than the exercise name of Rights represented thereby are the Record Date Stockholder or such certificate is to be delivered sent to an address other than the record holder of address shown on such Rights or (2) is submitted for Record Date Stockholder's Subscription Certificate, the account of a member firm of a registered national securities exchange or 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, signatures on such Subscription Certificate must be guaranteed by an eligible guarantor institution ("Eligible Institution") as defined in Rule 17Ad-15 of the Exchange Act, subject to the standards and procedures adopted by the Agent.
Appears in 1 contract
Samples: Subscription Agent Agreement (Morgan Stanley High Yield Fund Inc)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder of any Subscription Certificate A Rights Holder may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three held by such Rights or an integral multiple thereof) Holder by delivering to the Agentproperly completing, on or prior to 5:00 p.m., New York time, on August __, 1997 (the "Expiration Date"), a properly completed signing and executed Subscription Certificate, including, if required, a signature guarantee from an Eligible Institution (as defined in Section 7(d) hereof) and mailing or delivering the Subscription Rights Certificate to the Agent at its corporate office specified in the Prospectusrepresenting such Rights, with any required signature guarantees, together with payment in full of the Subscription Price for each Unit the aggregate number of Units subscribed for pursuant to such Rights Holder's exercise of the Basic Subscription Privilege and the Oversubscription Privilege.
(b) In , before any proration or reduction with respect to the case of holders of Oversubscription Privilege. A Rights that are held of record through The Depository Trust Company ("DTC"Holder may also exercise Basic Subscription Privileges by complying with the procedures described in Section 7(f), (1) exercises of the Basic Subscription Privilege may be effected by instructing below, with respect to DTC to transfer Exercised Rights (such rights being "DTC Exercised Rights"as hereinafter defined). Except as provided in Sections 7(d) from the DTC account of such holder and 7(f), below, and subject to the DTC account of the AgentSection 12(b), together with below, Subscription Rights Certificates and payment of the Subscription Price for each Unit subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Form, the form of which is attached hereto as Exhibit B, together with payment of the appropriate Subscription Price for the number of Units for which the Oversubscription Privilege is to be exercised.
(c) If a Rights holder wishes to exercise Rights, but time will not permit such holder to cause the Subscription Certificate(s) evidencing such Rights to reach the Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfied:
(1) such holder has caused payment in full of the Subscription Price for each Unit being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege to must be received (in the manner set forth in Section 7(g) hereof) by the Agent on or prior to the Expiration Date;
(2) the Agent receives, on or prior to the Expiration Date, a notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription Certificates, from a member firm of a registered national securities exchange or 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, stating the name of the exercising Rights holder, the number of Rights represented by the Subscription Certificate(s) held by such exercising holderAgent before 5:00 p.m. New York City time, the number of Units being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Agent of any Subscription Certificate(s) evidencing such Rights within three National Market System trading days following the date of the Notice of Guaranteed Delivery; and
(3) the properly completed and duly executed Subscription Certificate(s), including any required signature guarantees, evidencing the Rights being exercised is received by the Agent within three National Market System trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Agent in the same manner as Subscription Certificates at the addresses set forth in the Prospectus, or may be transmitted to the Agent by facsimile transmission (facsimile no. on _____________, 1997, or such later time and date to which the Rights may be extended by the Company at its option (the "Expiration Time"), and a Right will not be deemed exercised until the Subscription Agent receives both payment of the Subscription Price and a duly executed Subscription Rights Certificate (or until the Guaranteed Delivery Procedures set forth in Section 7(d), below, have been complied with). A Rights Holder's Oversubscription Privilege must be exercised concurrently with such Rights Holder's Basic Subscription Privilege, except for DTC Exercised Rights, as described in Section 7(f), below. Once a Rights Holder has exercised a Right, such exercise may not be revoked. The Rights will expire at the Expiration Time. The Company may notify the Subscription Agent either orally or in writing of any extension of the Expiration Time. If the Company gives an oral notice of an extension, it will confirm such extension in writing.
(db) Unless a Subscription Rights Certificate (1i) provides that the Units to be issued pursuant to the exercise of Rights represented thereby are to be registered in the name of and delivered to the record registered holder of such Subscription Rights Certificate, or (2ii) is submitted for the account of a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc.Inc. (the "NASD"), or a commercial bank or trust company having an office or correspondent in the United StatesStates (each, an "Eligible Institution"), signatures on such Subscription Rights Certificate must be guaranteed by an eligible guarantor institution ("Eligible Guarantor Institution") , as defined in Rule 17Ad-15 17Ad-15(a)(2) of the Exchange 1933 Act.
(c) The Subscription Price will be payable in United States dollars (i) by personal check, subject certified check or cashier's check drawn upon a United States bank, or postal, telegraphic or express money order, payable to the standards and procedures adopted order of the Subscription Agent, or (ii) by wire transfer of funds to the Bank, ABA No. ______________, Account No. _____________. The Subscription Price will be deemed to have been received by the Subscription Agent only upon (i) clearance of any uncertified check, (ii) receipt by the Subscription Agent of any certified check or cashier's check drawn upon a United States bank, or of any postal, telegraphic or express money order, or (iii) receipt of collected funds in the Subscription Agent's account designated above, in payment of the Subscription Price.
(d) If a Rights Holder wishes to exercise Rights, but time will not permit such Rights Holder to cause the Subscription Rights Certificate or Certificates evidencing such Rights to reach the Subscription Agent at or prior to the Expiration Time, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met:
(i) Such Rights Holder has caused payment in full of the Subscription Price for the aggregate number of Units subscribed for pursuant to such Rights Holder's exercise of the Basic Subscription Privilege and the Oversubscription Privilege, before any proration or reduction with respect to the Oversubscription Privilege, to be received as set forth in Section 7(c), above, by the Subscription Agent at or before the Expiration Time:
(ii) The Subscription Agent receives, at or prior to the Expiration Time, a guarantee notice (the "Notice of Guaranteed Delivery"), substantially in the form distributed with the Subscription Rights Certificates, from an Eligible Institution, stating the name of the exercising Rights Holder, the number or Rights represented by the Subscription Rights Certificate or Certificates held by such exercising Rights Holder, the number of Units being subscribed for pursuant to Basic Subscription privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the delivery to the Subscription Agent of the Subscription Rights Certificate or Certificates evidencing such Rights within three trading days following the date of the Notice of Guaranteed Delivery; and
(iii) The properly completed Subscription Rights Certificate or Certificates evidencing the Rights being exercised, with any required signatures guarantee, are received by the Subscription Agent within three trading days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Rights Certificates, or may be transmitted to the Subscription Agent by facsimile transmission (telecopy No. (516) 379-8525).
(e) If a Subscription Rights Certificatx xxxx xxx xxxicate the number of Units subscribed for or if the Subscription Price payment forwarded to the Subscription Agent is insufficient to purchase the number of Units subscribed for, the Rights Holder will be deemed to have exercised the Basic Subscription Privilege with respect to the maximum number of whole Units that may be subscribed for based on the Subscription Price delivered to the Subscription Agent and, to the extent that the payment delivered by such Rights Holder exceeds the product of the Subscription Price multiplied by the number of Rights evidenced by the Subscription Rights Certificates delivered by the Rights Holder (such excess being the "Subscription Excess"), the Rights Holder will be deemed to have exercised the Oversubscription Privilege to purchase, to the extent available, that number of whole Excess Shares equal to the quotient obtained by dividing the Subscription Excess by the Subscription Price. If a Rights Holder (other than a Qualified Financial Institution) exercises an Oversubscription Privilege without exercising its Basic Subscription Privilege in full, such Rights Holder will be deemed to have exercised such Basic Subscription Privilege to the fullest possible extent, and the Oversubscription Privilege will be deemed exercised only to the extent of payments received from such Rights Holder in excess of the aggregate Subscription Price applicable to such deemed Basic Subscription Privilege exercise.
(f) The exercise of the Basis Subscription Privilege (but not the Oversubscription Privilege) may be effected through the facilities of the Depository Trust Company, (Rights so exercised are referred to as "DTC Exercised Rights"). A holder of DTC Exercised Rights may exercise the Oversubscription Privilege in respect thereof by properly executing and delivering to the Subscription Agent, at or before the Expiration Time, a DTC Participant Oversubscription Exercise Form (substantially in the form attached hereto as Exhibit C), together with payment of the appropriate Subscription Price for the number of Units for which the Oversubscription Privilege is to be exercised, before any proration or reduction.
(g) The Subscription Agent will pay to credit to the account of, or otherwise transfer to the Company all funds received by the Subscription Agent in payment of the Subscription Price for Units subscribed for pursuant to the Basic Subscription Privilege as soon as practicable following receipt thereof and of all related documents.
(h) Funds received by the Subscription Agent in payment of the Subscription Price for Excess Shares subscribed for pursuant to the Oversubscription Privilege will be held in a segregated account pending issuance of such Excess Shares. The Subscription Agent will pay to, credit to the account of, or otherwise, transfer to the Company all funds received in payment of the Subscription Price pursuant to the Oversubscription Privilege, as soon as practicable following the Expiration Time and allocation of Excess Shares for purchase pursuant to the Oversubscription Privilege.
Appears in 1 contract
Samples: Subscription Agent Agreement (First Montauk Financial Corp)
Exercise of Rights; Exercise Price; Expiration Date. (a) The holder Holder of any Subscription Certificate Rights may exercise some or all of the Rights evidenced thereby (but not in amounts of less than three Rights or an integral multiple thereof) granted to such Holder by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York City time, on August __January 5, 1997 2001 (such date subject to extension as provided in the Prospectus, is referred to herein as the "Expiration Date"), a properly completed and executed Subscription Certificate, includingRights Exercise Agreement (with signature guaranteed, if requirednecessary, a signature guarantee from by an "Eligible Institution (Institution", as defined in Section 7(d) hereof) and mailing or delivering Rule 17Ad-15 under the Subscription Certificate to the Agent at its corporate office specified in the ProspectusSecurities Act of 1934), together with payment of the Subscription Price for each Unit the Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege.
(b) Privileges, subject to Section 5(d)(iii). In the case of holders Holders of Rights that are held of record through The the Depository Trust Company ("DTC"), (1) exercises the exercise of the Basic Subscription Privilege Privileges may be effected by instructing DTC to transfer Rights (such rights Rights being "DTC Exercised Rights") from the DTC account of such holder Holder to the DTC account of the Subscription Agent, together with payment of the Subscription Price for each Unit Underlying Share subscribed for pursuant to the Basic Subscription Privilege and (2) exercises of the Oversubscription Privilege may be effected by properly executing and delivering to the Agent on or prior to the Expiration Date, a DTC Participant Oversubscription Exercise Formfor. Alternatively, the form Holder of which is attached hereto as Exhibit B, together any Rights Exercise Agreement may exercise the Rights evidenced thereby by effecting compliance with payment of the appropriate Subscription Price procedures for the number of Units for which the Oversubscription Privilege is to be exercisedguaranteed delivery set forth in Section 5(b) below.
(cb) If a Rights holder Holder wishes to exercise Rights, but time will not permit such holder Holder to cause the Subscription Certificate(s) evidencing Rights Exercise Agreement with respect to such Rights to reach the Subscription Agent on or prior to the Expiration Date, such Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are satisfiedmet:
(1i) Subject to Section 5(d)(iii), such holder Holder has caused payment in full of the Subscription Price for each Unit Underlying Share being subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege Privileges to be received (in the manner set forth in Section 7(g5(d) hereof) by the Subscription Agent on or prior to the Expiration Date;
(2ii) the Subscription Agent receives, on or prior to the Expiration Date, a guarantee notice of guaranteed delivery (a "Notice of Guaranteed Delivery"), substantially in the form provided with the Instructions distributed with the Subscription CertificatesRights Exercise Agreement, from a member firm of a registered national securities exchange or 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 StatesEligible Institution, stating the name of the exercising Rights holderHolder, the number of Rights represented by the Subscription Certificate(s) Rights Exercise Agreement held by such exercising holderHolder, the number of Units Underlying Shares being subscribed for pursuant to the Basic Subscription Privilege and the number of Units, if any, being subscribed for pursuant to the Oversubscription PrivilegePrivileges, and guaranteeing to the Subscription Agent the delivery to of the Agent of any Subscription Certificate(s) Rights Exercise Agreement evidencing such Rights within three National Market System trading (3) business days following the date of the Notice of Guaranteed Delivery; and;
(3iii) the properly completed and duly executed Subscription Certificate(s)Rights Exercise Agreement with respect to the Rights granted to the Holder being exercised, including with any required signature guaranteessignatures guaranteed, evidencing the Rights being exercised is are received by the Agent Subscription Agent, or such Rights are transferred into the DTC account of the Subscription Agent, within three National Market System trading (3) business days following the date of the Notice of Guaranteed Delivery relating thereto. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates the Rights Exercise Agreements at the addresses set forth in the Prospectusabove, or may be transmitted to the Subscription Agent by facsimile transmission (facsimile no. _____________telecopy no 718-234- 5001).
(c) The Rights shall expire at 5:00 p.m. New York City time on the Expiration Date.
(d) Unless The "Subscription Price" shall be $7.25 per Underlying Shares subscribed for pursuant to the Rights Exercise Agreement payable (in United States Dollars) (i) by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Subscription Agent; (ii) by wire transfer of funds to the account maintained by the Subscription Agent for such purpose at Chase Manhattan Bank, Account No. 000-00-0000, ABA No. 000000000; or (iii) by such other manner as the Company may approve in writing in the case of persons acquiring Underlying Shares at a Subscription Certificate Price of $500,000 or more; provided that, in the case of clause (iii), in any event, the full amount of such Subscription Price is received by the Subscription Agent in currently available funds by no later than the third (3rd) business day following the Expiration Date (the payment method under (iii) being an "Approved Payment Method"). The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (1) provides clearance of any uncertified check; (2) receipt by the Subscription Agent of any certified check or bank draft or postal, telegraphic or express money order, (3) receipt of good funds in the Subscription Agent's account designated above, in payment of the Subscription Price; or (4) receipt of funds by the Subscription Agent through an Approved Payment Method.
(e) If the number of Underlying Shares being subscribed for is not specified, or full payment of the Subscription Price for the indicated number of Rights that are being exercised is not forwarded or if the Units payment delivered exceeds the required Subscription Price, the payment will be applied, until depleted, to be issued subscribe for Underlying Shares in the following order: (1) to subscribe for the number of Underlying Shares indicated, if any, pursuant to the exercise of Rights represented thereby are to be delivered to the record holder of such Rights or Basic Subscription Price; (2) is submitted to subscribe for Underlying Shares until the Basic Subscription Price has been fully exercised with respect to all of the Rights represented by such Rights Exercise Agreement; (3) to subscribe for additional Underlying Shares pursuant to the Oversubscription Privilege (subject to any applicable proration).
(f) Funds received by the Subscription Agent in payment of the Subscription Price shall be held in a segregated, interest bearing account until the closing of the Rights Offering, at which time they shall be paid over to the Company. All interest accrued on such account shall be for the account of the Company.
(g) If a member firm of a registered national securities exchange or a member Holder exercising the Oversubscription Privilege is allocated less than all of the National Association of Securities Dealers, Inc.Underlying Shares which such Holder subscribed for, or if the number of Underlying Shares purchased by a commercial bank or trust company having an office or correspondent Holder is otherwise reduced as set forth in the United StatesSection 3(b), signatures on the Subscription Agent, as soon as practicable after the Expiration Date, shall mail to such Holder the Subscription Certificate must be guaranteed Price paid by an eligible guarantor institution ("Eligible Institution") as defined such Holder in Rule 17Ad-15 respect of the Exchange Actnumber of such shares that were subscribed for but not ultimately issued, subject without interest or deduction.
(h) The Subscription Agent is authorized to accept only Rights Exercise Agreements (other than Rights Exercise Agreements delivered in accordance with the standards and procedures adopted by procedure for guaranteed delivery set forth in Section 5(b)), or transfers of Rights to its account at DTC, received prior to 5:00 p.m., New York City time, on the AgentExpiration Date.
(i) Once a Holder has exercised a Right, such exercise may not be revoked.
Appears in 1 contract
Samples: Subscription Agency Agreement (Alpha Technologies Group Inc)
