Common use of FORM OF ELECTION TO EXERCISE Clause in Contracts

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: Canplats Resources Corporation and Computershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: ______________________________________________________________________________ (Name) ______________________________________________________________________________ (Address) ______________________________________________________________________________ (City and Province) ______________________________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________________________________________________________________ (Name) ______________________________________________________________________________ (Address) ______________________________________________________________________________ (City and Province) ______________________________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. Dated: ________________________________ Signature: _____________________________ Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Canadian Schedule I chartered bank, a major trust company in Canada or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of the STAMP Program. CERTIFICATE (To be completed if true.) The undersigned party exercising and/or transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. __________________________________ Signature (To be attached to each Rights Certificate.)

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Canplats Resources Corp)

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FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: Canplats Resources Corporation STELLAR BIOTECHNOLOGIES INC. and Computershare Investor Services Inc. COMPUTERSHARE INVESTOR SERVICES INC. The undersigned hereby irrevocably Irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: _____________________________________________________________________________________ (Name) _____________________________________________________________________________________ (Address) _____________________________________________________________________________________ (City and Province) ­­­­­­­­­­­_____________________________________________________________________________________ Social Insurance Number or other taxpayer identification number If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: _____________________________________________________________________________________ (Name) _____________________________________________________________________________________ (Address) _____________________________________________________________________________________ (City and Province) _____________________________________________________________________________________ Social Insurance, Social Security Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toDated: _________________________________________ ______________________________________ (Name) ______________________________________________________________________________ (Address) ______________________________________________________________________________ (City and Province) ______________________________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. Dated: ________________________________ Signature: _____________________________ Signature Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature *The signature of the person executing this form of transfer must be guaranteed by a major Canadian Schedule I chartered bank, a major trust company bank or an eligible guarantor institution with membership in Canada or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP)approved signature guarantee medallion program. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of the STAMP Program. CERTIFICATE (To be completed if true.) The undersigned party exercising and/or transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. Dated: ___________________________ ___________________________________ Signature (To be attached to each Rights Certificate.)Signature

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (Stellar Biotechnologies, Inc.)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: Canplats Resources Corporation and Computershare Investor Services Inc. CAE INC. The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities Shares be issued in the name ofto: ______________________________________________________________________________ ---------------------------- (NameNAME) ______________________________________________________________________________ ---------------------------- (AddressADDRESS) ______________________________________________________________________________ ---------------------------- (City and ProvinceCITY AND STATE OR PROVINCE) ______________________________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________________________________________________________________ ---------------------------- (NameNAME) ______________________________________________________________________________ ---------------------------- (AddressADDRESS) ______________________________________________________________________________ ---------------------------- (City and ProvinceCITY AND STATE OR PROVINCE) ______________________________________________________________________________ Social Insurance---------------------------------------------------------- SOCIAL INSURANCE, Social Security or other taxpayer identification number. Dated: ________________________________ Signature: _____________________________ SOCIAL SECURITY OR OTHER TAXPAYER NUMBER Dated --------------------- Signature Guaranteed: Guaranteed ------------------------------------------------------ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Canadian Schedule I chartered bank, a major Canadian trust company in Canada or a member of an acceptable a recognized stock exchange or a member of the Securities Transfer Association Medallion Signature Guarantee Program (STAMP, SEMP, MSPStamp). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of the STAMP Program. CERTIFICATE (To be completed if true.) TO BE COMPLETED IF TRUE The undersigned party exercising and/or transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned Owned by an Acquiring Person or an Affiliate or Associate thereof or a any Person acting jointly or in concert consent with an Acquiring Person any of the foregoing or an any Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto of such Person (as defined in the Shareholder Rights Plan Agreement). __________________________________ ------------------------------------------ Signature ASSIGNMENT OF AGENCIES AGREEMENT THIS AGREEMENT made as of the 15th day of January, 2001 BETWEEN: CAE INC., a company incorporated under the laws of C.B.C.A (To be attached to each Rights Certificate.)hereinafter called the "Company") PARTY OF THE FIRST PART AND: MONTREAL TRUST COMPANY, a trust company existing under the laws of Canada PARTY OF THE SECOND PART AND: MONTREAL TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada (Montreal Trust Company and Montreal Trust Company of Canada being hereinafter referred to, either individually or collectively as the context may require, as "Montreal Trust") PARTY OF THE THIRD PART AND: COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada with an office in the City of Toronto, in the Province of Ontario (hereinafter called "Computershare") PARTY OF THE FOURTH PART

Appears in 1 contract

Samples: Shareholder Protection Rights Plan Agreement (Cae Inc)

FORM OF ELECTION TO EXERCISE. (To be exercised executed by the registered holder if such holder desires to exercise the Rights Certificate.) TO: Canplats Resources Corporation and Computershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: ______________________________________________________________________________ (Name) ____________________________________________________________________________________________________ (Address) ____________________________________________________________________________________________________ (City and Province) ____________________________________________________________________________________________________ Social Insurance, Social Security Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ____________________________________________________________________________________________________ (Name) ____________________________________________________________________________________________________ (Address) ____________________________________________________________________________________________________ (City and Province) ____________________________________________________________________________________________________ Social Insurance, Social Security Insurance Number or other taxpayer identification number. Dated: __________________________________ Signature: __________________________________ Signature __________________________________ (Please print name of Signatory) Signature Guaranteed: (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Schedule 1 Canadian Schedule I chartered bank, a major trust company in Canada bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of the STAMP Program. CERTIFICATE (To be completed if true.) The undersigned party exercising and/or transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereofany of the foregoing. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. Signature _________________________________________ Signature (To be attached to each Rights Certificate.Please print name of Signatory)

Appears in 1 contract

Samples: Shareholder Rights Plan Agreement (AuRico Gold Inc.)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.Be Executed Upon Exercise of Contingent Warrant) TO: Canplats Resources Corporation and Computershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise ____ of the Contingent Warrants represented by this Warrant Certificate and purchase the number of Warrant Shares issuable upon the exercise of such Contingent Warrants and herewith tenders payment for such Warrant Shares as follows: (Check One) [ ] $__________ in cash or by certified or official bank check; or [ ] by surrender of Contingent Warrants pursuant to a Cashless Exercise (as defined in the Warrant Agreement) at the current Cashless Exercise Ratio. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of __________________________________________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: whose address is _______________________________________________________________ and that such Warrant Shares be delivered to ___________________________________ whose address is ______________________________________________________________. Any cash payments to be paid in lieu of a fractional Warrant Share should be made to ________________________________________________________________________ (Name) whose address is _______________________________________________________________ and the check representing payment thereof should be delivered to ______________ whose address is ______________________________________________________________. Dated _____________________, ____ Name of holder of Warrant Certificate: ___________________________ (Please Print) Tax Identification or Social Security Number: ________________________________________________________ Address: _____________________________________________________________________ (Address) ______________________________________________________________________________ (City and Province) ______________________________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered toSignature: _____________________________________________________________________ Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever and if the certificate representing the Warrant Shares or any Warrant Certificate representing Contingent Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered or if any cash payment to be paid in lieu of a fractional Warrant Share is to be made to a person other than the registered holder of this Warrant Certificate, the signature of the holder hereof must be guaranteed as provided in the Warrant Agreement. Signature Guaranteed: ______________________________ (Name) [FORM OF ASSIGNMENT] For value received _______________________________________ hereby sells, assigns and transfers unto _______________________________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated ________________, _____ Signature: ___________________________________________ (Address) _____________________________________________Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: _________________________________ EXHIBIT B Form of Certificate for Transfers of Certificated Warrants Continental Stock Transfer & Trust Company 0 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Compliance Department Re: Contingent Warrants of NEXTLINK Communications, Inc. (City the "Warrants") Reference is made to the Warrant Agreement, dated as of January 31, 1997 (the "Warrant Agreement"), between NEXTLINK Communications, Inc. (the "Company") and ProvinceContinental Stock Transfer & Trust Company, as Warrant Agent. Terms used herein and defined in the Warrant Agreement or in Regulation S, Rule 144A or Rule 144 under the Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to ________________________________________________ Contingent Warrants, which are evidenced by the following certificate(s) (the "Specified Warrants"): CUSIP No. _______________________________ Social Insurance, Social Security or other taxpayer identification numberCERTIFICATE No(s). Dated: ________________________________ Signature: _____________________________ Signature GuaranteedThe person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Warrants or (ii) it is acting on behalf of all the beneficial owners of the Specified Warrants and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". The Specified Warrants are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Warrants be transferred to a person (the "Transferee") who will take delivery in the form of an interest in the Global Warrant. In connection with such transfer, the Owner hereby certifies that such transfer is being effected in accordance with (a) either: (Signature must correspond to name as written upon Check one) |_| Rule 144A, |_| Rule 904, or |_| Rule 144 under the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.Securities Act and (b) Signature must be guaranteed by a major Canadian Schedule I chartered bank, a major trust company in Canada or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members all applicable securities laws of the STAMP Programstates of the United States and other jurisdictions. CERTIFICATE (To be completed if true.) The undersigned party exercising and/or transferring Rights hereunderAccordingly, the Owner hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, further certifies as follows with respect to the knowledge type of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. __________________________________ Signature (To be attached to each Rights Certificate.)transfer indicated herein:

Appears in 1 contract

Samples: Warrant Agreement (Nextlink Communications LLC)

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FORM OF ELECTION TO EXERCISE. (To be exercised by executed upon exercise of Warrants on the registered holder if such holder desires to exercise the Rights Certificate.Exercise Date) TO: Canplats Resources Corporation and Computershare Investor Services Inc. The undersigned hereby irrevocably elects to exercise [ ]of the Warrants represented by this Warrant Certificate for the whole number of Warrant Shares issuable upon the exercise of such Warrants. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of _____________________________whose address is _______________________ and that such certificate be delivered to ____________________ whose address is _______________________________________. Any cash payments to be paid in lieu of a fractional Warrant Share should be made to ________________________ whose address is ___________________ and the check representing payment thereof should be delivered to ________________________ whose address is ____________________. Dated: Name of holder of Warrant Certificate:_________________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares (Please Print) Tax Identification or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: Social Security Number:__________________________ Address:_______________________________________________________________ _______________________________________________________________________ (Name) _________________Signature:_____________________________________________________________ (Address) _________________Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever and if the certificate representing the Warrant Shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which this Warrant Certificate is registered, or if any cash payment to be paid in lieu of a fractional share is to be made to a person other than the registered holder of this Warrant Certificate, the signature of the holder hereof must be guaranteed as provided in the Warrant Agreement. Dated: Signature:_____________________________________________________________ (City and Province) Note: The above signature must correspond with the name as written upon the face of this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed:__________________________________________________ [FORM OF ASSIGNMENT] For value received __________________________hereby sells, assigns and transfers unto ______________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated: Signature:_____________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in Note: The above signature must correspond with the name as written upon the face of and delivered to: ____________________________this Warrant Certificate in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed:__________________________________________________ I SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS I The following exchanges of a part of this Global Warrant for certificated Warrants have been made: Number of Warrants Amount of decrease Amount of Increase this Global Signature of in Number of in Number of Warrant following authorized office Date of Warrants of this Warrants of this such decrease (Nameor of Warrant Exchange Global Warrant Global Warrant increase) Agent This is to be included only if the Warrant is in global form. EXHIBIT B FORM OF LEGEND FOR GLOBAL WARRANT Any Global War-rant authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to Purchase Common Shares (the "Warrants") of Dayton Superior Corporation This Certificate relates to __________________________________________________ Warrants held by (the "Transferor"). The Transferor has requested the Warrant Agent by written order to exchange or register the transfer of a Warrant or Warrants. In connection with such request and in respect of each such Warrant, the Transferor hereby certifies that the Transferor is familiar with the Warrant Agreement dated as of June 16, 2000, among Dayton Superior Corporation, an Ohio corporation, and United States Trust Company of New York, as warrant agent (the "Warrant Agreement") relating to the above captioned Warrants and the restrictions on transfers thereof as provided in Section 1.08 of such Warrant Agreement, and that the transfer of this Warrant does not require registration under the Securities Act of 1933, as amended (the "Act"), because*: [ ] Such Warrant is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 1.08(a)(y)(A) of the Warrant Agreement).' [ ] Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Act) in reliance on Rule 144A or is being transferred in accordance with Regulation S under the Act. [ ] Such Warrant is being transferred in accordance with Rule 144 under the Act. [ ] Such Warrant is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act, other than Rule 144A or Rule 144 or Regulation S under the Act. An opinion of counsel to the effect that such transfer does not require registration under the Act accompanies this Certificate. [INSERT NAME OF TRANSFEROR] By:_____________________________ (Address) ____________________________________________________Date:__________________________ (City *Check applicable box. EXHIBIT D [Form of Transferee Letter of Representation in Connection with Transfers to Institutional Accredited Investors] DAYTON SUPERIOR CORPORATION 0000 Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxx 00000 Attention: General Counsel Ladies and Province) ______________________________________________________________________________ Social Insurance, Social Security or other taxpayer identification number. DatedGentlemen: ________________________________ Signature: _____________________________ Signature Guaranteed: (Signature must correspond In connection with our proposed purchase of warrants to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Canadian Schedule I chartered bank, a major trust company in Canada or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of the STAMP Program. CERTIFICATE (To be completed if true.) The undersigned party exercising and/or transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and purchase Common Shares, that no par value (the Rights evidenced by this Rights Certificate are not"Securities"), andof Dayton Superior Corporation (the "Company "), to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Plan Agreement. __________________________________ Signature (To be attached to each Rights Certificate.)we confirm that:

Appears in 1 contract

Samples: Warrant Agreement (Dayton Superior Corp)

FORM OF ELECTION TO EXERCISE. (To be exercised by the registered holder executed if such holder desires to exercise the Rights Certificate.) TO: Canplats Resources Corporation and Computershare Investor Services Inc. UTILICORP UNITED INC. The undersigned hereby irrevocably elects to exercise ______________________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, shares of Preference Stock issuable upon the exercise of such Rights and requests that certificates for such securities shares be issued in the name of: ______________________________________________________________________________ (Name) ______________________________________________________________________________ (------------------------------------------- Address) ______________________________________________________________________________ (City and Province) ______________________________________________________________________________ Social Insurance, : ----------------------------------- Social Security or other taxpayer identification number. Other Taxpayer Identification Number: --------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ______________________________________________________________________________ (Name) ______________________________________________________________________________ (------------------------------------------- Address) ______________________________________________________________________________ (City and Province) ______________________________________________________________________________ Social Insurance, : ----------------------------------- Social Security or other taxpayer identification number. Other Taxpayer Identification Number: --------------------- Dated: ________________________________ Signature: _____________________________ ------------------ Signature Guaranteed: --------------------------------- Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature Signatures must be guaranteed by a major Canadian Schedule I chartered bankan eligible guarantor institution (banks, a major trust company stockbrokers, savings and loan associations and credit unions with membership in Canada or a member of an acceptable approved signature guarantee Medallion Signature Guarantee Program (STAMPprogram), SEMP, MSP)pursuant to SEC Rule 17Ad-15. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. In the USA, signature guarantees must be done by members of a “Medallion Signature Guarantee Program” only. Please note, signature guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of the STAMP Program. CERTIFICATE -------------------------------------------------------------------------------- (To be completed if true.) The undersigned party exercising and/or transferring Rights hereunder, hereby represents, for the benefit of all holders of Rights and shares of Common SharesStock, that the Rights evidenced by this the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned Owned by an Acquiring Person or an Affiliate or Associate thereof or (as defined in the Rights Agreement). --------------------------------- Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a Person acting jointly or in concert with purported exercise, the Company will deem the Beneficial owner of the Rights. evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto thereof (as defined in the Shareholder Rights Plan Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. __________________________________ Signature EXHIBIT B FORM OF CERTIFICATE OF DESIGNATION OF UTILICORP UNITED INC. SERIES A PARTICIPATING CUMULATIVE PREFERENCE STOCK Pursuant to Sections 151 of the General Corporation Law of the State of Delaware UtiliCorp United Inc., a corporation organized and existing under and by virtue of The General Corporation Law of Delaware, DOES HEREBY CERTIFY: That at a meeting of the Board of Directors of UtiliCorp United Inc. (To be attached the "Corporation") the following resolution was duly adopted creating 60,000 shares of Preference Stock, designated as Series A Participating Cumulative Preference Stock. RESOLVED, that pursuant to each Rights Certificate.)the authority granted to and vested in the Board of Directors of this Corporation in accordance with the provisions of the Certificate of Incorporation, a series of Preference Stock of the Corporation be, and it hereby is created, and the designation and amount thereof and the relative rights, preferences and limitations thereof (in addition to the provisions set forth in the Certificate of Incorporation, of the Corporation, which are applicable to the Preference Stock of all classes and series) are as follows:

Appears in 1 contract

Samples: Rights Agreement (Utilicorp United Inc)

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