FOR VALUE. RECEIVED ______________________________ hereby sells, assigns and transfers unto ______________________________________(Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ Attorney, to transfer the within Rights Certificate on the books of the within named Company, with full power of substitution. Dated: ________________________, ______ Signature _______________________________________ Signature Guaranteed: CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:
FOR VALUE. RECEIVED _______________________________ hereby sells, assigns and transfers unto ___________________________________________________________________(Please print name and address of transferee) ___________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, 20__ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _____________________________________ Signature To BADGER METER, INC.: The undersigned hereby irrevocably elects to exercise ____________________ Rights represented by this Right Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of: Please insert social security or other identifying number: ______________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________________ Dated: ____________, 20__ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). _____________________________________
FOR VALUE added Software components licensed separately (not part of an Adjunct Platform), or other individual hardware units supplied by Seller for use with the Adjunct Hardware, 100% of the Purchase Order Price shall be invoiced by Seller upon delivery to Buyer. Such payment shall be paid to Seller within thirty (30) days following the date of Seller's invoice therefor.
FOR VALUE. RECEIVED _______________________________________________ hereby sells, assigns and transfers unto _____________________________________ ________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________, 19__. --------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)
FOR VALUE. RECEIVED _______________________________ hereby sells, assigns and transfers unto ____________________________________________________________________________________________________________________ ______________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated:____________, ____ Signature Signature Medallion Guaranteed: The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Signature
FOR VALUE. RECEIVED and in consideration for and as an inducement to Landlord granting, executing, delivering that certain lease of the Premises referenced in the annexed lease as Space No. at , in (the “Lease”), by , the Landlord (hereinafter called “Landlord”) to , the Tenant therein named (hereinafter called “Tenant”), and in further consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration paid by Landlord to the undersigned (the receipt and sufficiency thereof being mutually acknowledged), the undersigned does hereby absolutely and unconditionally guarantee to Landlord the full and timely payment of the rent, additional rents and other charges (hereinafter collectively called “rents”) and the full and timely performance of all other terms, covenants and conditions contained in the Lease on the part of the tenant under the Lease to be paid and/or to be performed thereunder, and if any default shall be made by the tenant under the Lease, the undersigned does hereby covenant and agree to pay to Landlord in each and every instance such sum or sums of money such tenant is or shall become liable for and/or obliged to pay under the Lease and/or fully to satisfy and perform any and all such other terms, covenants and conditions of the Lease on the part of the tenant thereunder to be paid or performed and also to pay any and all damages, expenses and attorneys’ fees including those incurred at all pre-trial, trial and appellate levels, and including attorneys’ fees in any bankruptcy proceedings, in any case whether suit be instituted or not (hereinafter collectively called “damages”) that may be suffered or incurred by Landlord in consequence of the non-payment, partial payment or late payment of said rents or the non-performance, partial performance or late performance of any such other terms, covenants and conditions of the Lease; such payments or rents to be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof; such performance of said other terms, covenants and conditions to be made when due under the Lease and such damages to be paid when incurred by Landlord, all without requiring any notice from Landlord or proof of notice or demand, all of which the undersigned hereby expressly waives. The undersigned hereby waives notice of the acceptance of this Guaranty and any notice to or demand upon the undersigned which Landlord might otherwise be required to gi...
FOR VALUE. RECEIVED the Borrower promises to pay to the order of the Bank at the Bank’s principal office at One PNC Plaza, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 on June 30, 2012, the lesser of (i) FIFTEEN MILLION DOLLARS ($15,000,000) or (ii) the aggregate unpaid principal amount of all Revolving Credit Loans and advances made by the Bank to the Borrower pursuant to Section 2.1 of the Credit Agreement and reflected on the Loan Account maintained by the Bank pursuant to Section 2.7 of the Credit Agreement. All of the outstanding principal balance hereunder shall be due and payable in its entirety at maturity, whether on the Revolving Credit Termination Date, upon acceleration, or otherwise, all as more fully described in the Credit Agreement. Interest on the unpaid principal balance hereof shall be due and payable on the dates and at the times set forth in the Credit Agreement and at maturity, whether on the Revolving Credit Termination Date, upon acceleration, or otherwise, and shall be calculated and paid in accordance with the terms of the Credit Agreement. The interest rate will be adjusted, when necessary and if appropriate, in accordance with the terms of the Credit Agreement. Interest payments shall be made at the office of the Bank set forth above. This Revolving Credit Note is the Revolving Credit Note referred to in the Credit Agreement. Reference is made to the provisions in the Credit Agreement for the prepayment hereof and the acceleration of the maturity hereof. All of the terms, conditions, covenants, representations and warranties of the Credit Agreement are incorporated herein by reference as if same were more fully set forth at length herein. All capitalized terms used herein as defined terms which are not defined herein but which are defined in the Credit Agreement shall have the same meanings herein as are given to them in the Credit Agreement. Upon the occurrence of any Event of Default specified in the Credit Agreement, the principal hereof and accrued interest hereon may become forthwith due and payable, all as provided in the Credit Agreement. Demand, presentation, protest and notice of dishonor are hereby waived.
FOR VALUE. RECEIVED _______________________________________ hereby sells, assigns and transfers unto ___________________________ ____________________________________________________________________ (Please print name and address of transferee) ____________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ______________________, _______ __________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ------------------------------------------------------------------------ The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). __________________________ Signature ------------------------------------------------------------------------ Form of the Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate.)
FOR VALUE. RECEIVED the Borrower promises to pay to the Lender and its successors and assigns, principal in the sum of SIX MILLION, ONE
FOR VALUE. RECEIVED ___________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________ ------------------------------------------------------------------------------------. (Please print name and address of transferee)
