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 [Form of Reverse Side of Right Certificate — continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) 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: ______________________________________________ (Please print name and address) 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: ______________________________________________ (Please print name and address) 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. [Form of Reverse Side of Right Certificate — continued] 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). _____________________________________
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Samples: Rights Agreement (Badger Meter Inc), Rights Agreement (Badger Meter Inc)
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 Medallion 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.Financial Industry Regulatory Authority, 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 if holder desires to exercise the Right Certificate.) To BADGER METERORION ENERGY SYSTEMS, 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: number _________________________________________________________________________________ (Please print name and address) _________________________________________________________________________________ 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: number _________________________________________________________________________________ (Please print name and address) _________________________________________________________________________________ Dated: ____________, 20____ _____________________________________ Signature Signature Medallion 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.Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States. [Form of Reverse Side of Right Certificate — continued] 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). _____________________________________
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FOR VALUE. RECEIVED ______________________________ hereby sell, assigns and transfers unto ___________________________________ hereby sells, assigns and transfers unto ____________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________ this Right Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Rights 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. -B5- Certificate ----------- The undersigned hereby certifies that by checking the appropriate boxes that: (1) the Rights evidenced by this Right Rights Certificate [ ] are [ ] are not beneficially owned being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate Affiliate, Associate or Associate thereof transferee of any such Acquiring Person (as such terms are defined in the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it did not acquire the Rights evidenced by this Rights Certificate from any Person who is, or was an Acquiring Person, or an Affiliate, Associate or transferee of any such Acquiring Person (as such terms are defined in the Rights Agreement). Dated: __________, ____ ___________________________ Signature [NOTICE ------ The signature to the foregoing Assignment must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Reverse Side Assignment or the Form of Right Certificate — continued] FORM OF ELECTION TO PURCHASE (To be executed if holder desires Election to exercise Purchase, as the Right Certificate.) To BADGER METERcase may be, INC.: The undersigned hereby irrevocably elects to exercise ____________________ is not completed, the Company and the Rights represented by this Right Certificate to purchase Agent will deem the Common Shares issuable upon the exercise Beneficial Owner 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: ______________________________________________ (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right CertificateRights Certificate to be an Acquiring Person, a new Right Certificate for the balance remaining or any Affiliate, Associate or transferee of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________________________________ (Please print name and address) Dated: ____________, 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. [Form of Reverse Side of Right Certificate — continued] 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 such terms are defined in the Rights Agreement), and such Assignment or Election to Purchase will not be honored. _____________________________________-B6-
Appears in 1 contract
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: ______________________________, 20199___ _____________________________________ 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 [5 Form of Reverse Side of Right Certificate — continued] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To BADGER METERTo: OFFSHORE LOGISTICS, INC.: . The undersigned hereby irrevocably elects to exercise ____________________ Rights represented by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates certif- icates for such Common Preferred Shares be issued in the name of: Please insert social security or other identifying number: number _____________________________________________________________ (Please print name and address) _____________________________________________________________ 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: number _____________________________________________________________ (Please print name and address) _____________________________________________________________ Dated: ____________, 20__ ____________________, 199___ ______________________________ 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. [Form of Reverse Side of Right Certificate — continued] 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). _____________________________________.
Appears in 1 contract
FOR VALUE. RECEIVED _______________________________ hereby sells, assigns and transfers unto ___________________________________________________________________(Please print name and address of transferee) ____ ________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorneyattorney, to transfer the within Right Certificate said Rights 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. , in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned being assigned 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). _____________________________________ In addition, the undersigned hereby certifies that after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. --------------------------- Signature [Form of Reverse Side of Right Certificate — continued] -------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise Rights evidenced by the Right Certificate.) To BADGER METERTo: Merrimac Industries, INC.: Inc. The undersigned hereby irrevocably elects to exercise ____________________ Rights represented evidenced 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: ______________________________________________ number | | ------------------------------- ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ 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: ______________________________________________ number | | ------------------------------- ------------------------------------------------------------------------ (Please print name and address) ------------------------------------------------------------------------ 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. [Form of Reverse Side of Right Certificate — continued] , in each case, participating in a Medallion program approved by the Securities Transfer Association, Inc. ------------------------------------------------------------------------ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned being exercised by or on behalf of any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). _____________________________________In addition, the undersigned hereby certifies that after due inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. --------------------------- Signature ------------------------------------------------------------------------ NOTICE ------ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED OR TRANSFERRED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BE NULL AND VOID. SUMMARY OF RIGHTS ----------------- MERRIMAC INDUSTRIES, INC. SHAREHOLDER RIGHTS PLAN Summary of Terms Form of Security The Board has declared a dividend of one common stock purchase right for each outstanding share of the Company's Common Stock, payable to holders of record as of the close of business on March 19, 1999 (each a "Right" and collectively, the "Rights"). Transfer Prior to the Distribution Date, the Rights will be evidenced by the certificates for and will be transferred with the Common Stock, and the registered holders of the Common Stock will be deemed to be the registered holders of the Rights. After the Distribution Date, the Company will send or cause to be sent by mail, separate certificates evidencing the Rights to each record holder of the Common Stock as of the close of business on the Distribution Date, and thereafter the Rights will be transferable separately from the Common Stock.
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FOR VALUE. RECEIVED _______________________________ hereby sells, assigns and transfers unto ___________________________________________________________________(Please print name and address of transferee) ____ ________________________________________________________ (Please print name and address of transferee) ______________________ Rights evidenced by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorneyattorney, to transfer the within Right Certificate said Rights on the books of the within-named CompanyCorporation, 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 Corporation or correspondent other eligible institution, in each case, participating in a Medallion program approved by the United States. Securities Transfer Association, Inc. -------------------------------------------------------------------------------- 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 [-------------------------------------------------------------------------------- A-4 Form of Reverse Side of Right Certificate — continued] -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights evidenced by the Right Certificate.) To BADGER METERTo: Ormat Industries, INC.: Inc. The undersigned hereby irrevocably elects to exercise ____________________ Rights represented evidenced by this Right Certificate to purchase the Common Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Common Preferred Shares be issued in the name of: ------------------------------------------ Please insert social security or other identifying number: ______________________________________________ number ------------------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- 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: ______________________________________________ number ------------------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- 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. [Form of Reverse Side of Right Certificate — continued] 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). _____________________________________:
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