Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement. (b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 7 contracts
Samples: Rights Agreement (Atmi Inc), Rights Agreement (Startech Environmental Corp), Rights Agreement (Atmi Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock of the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) ), the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 7 contracts
Samples: Rights Agreement (American Retirement Corp), Rights Agreement (Amsurg Corp), Rights Agreement (Forward Air Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement , shall, upon transferthe written direction of a majority of the Company's Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 6 contracts
Samples: Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Holding Corp), Shareholder Rights Agreement (Dycom Industries Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the earlier of the Distribution Date and the Stock Acquisition Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (y) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); ) of this Agreement, or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Metromail Corp), Rights Agreement (Office Depot Inc), Rights Agreement (Exide Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Independent Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Independent Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 5 contracts
Samples: Rights Agreement (Mothers Work Inc), Rights Agreement (Interdigital Communications Corp), Rights Agreement (Intelligent Electronics Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereofassignment) shall be in substantially the form of attached hereto as Exhibit B hereto A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as which shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to Section 3(a) of this Agreement that represents Rights beneficially owned by an Acquiring Person or formerly beneficially owned, that represents any Rights owned on or after the Distribution Date, Separation Date by a any Person known by who subsequently becomes an Acquiring Person and any Rights Certificate issued at any time upon the Company transfer of any Rights to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate to any nominee of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to Section 6 or Section 13 of this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall may contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 5 contracts
Samples: Rights Agreement (Mercury Finance Co), Rights Agreement (Apw LTD), Rights Agreement (Cade Industries Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any applicable law, rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or interdealer quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationquoted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(f) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become become, or may already have become, null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate. The Company shall give notice to the Rights AgreementAgent promptly after it becomes aware of the existence of any Acquiring Person or any Associate or Affiliate thereof.
Appears in 5 contracts
Samples: Rights Agreement (Labone Inc/), Rights Agreement (Transfinancial Holdings Inc), Rights Agreement (Transfinancial Holdings Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price set forth thereinin Section 7(b) hereof (such exercise price, the "Purchase Price"), but the number and kind of such securities shares that may be purchased upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) contain the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Toys R Us Inc), Rights Agreement (Toys R Us Inc), Rights Agreement (Met Pro Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an any such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of the Company's Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) ), the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the earlier of the Distribution Date and the Stock Acquisition Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Lci International Inc /Va/), Rights Agreement (3-D Geophysical Inc), Rights Agreement (Noodle Kidoodle Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B C hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate appropriate, and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Record Date, show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-thousandth of a share, the “Purchase Price”), but the number amount and kind type of such securities purchasable upon exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(d) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a planan agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Rights Agreement. The Company shall instruct the Rights AgreementAgent in writing of the Rights which should be so legended and shall supply the Rights Agent with such legended Rights Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Answerthink Inc), Rights Agreement (Arbitron Inc), Rights Agreement (On Assignment Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock), shall note the date of issuance and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Fractions as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per Preferred Stock Fraction, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing plan, agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.:
Appears in 4 contracts
Samples: Rights Agreement (Nui Holding Co), Rights Agreement (Uniroyal Technology Corp), Rights Agreement (Nui Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares shares, certificate and the form of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed or any securities association on whose interdealer quotation system as the Rights Corporation may be from time to time authorized for quotation, or deem appropriate to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of this AgreementSection 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Distribution Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one one-thousandth of a share) of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but price payable upon exercise of a Right provided by Section 7(b) hereof as the number and kind of such securities and the Purchase Price shall same may from time to time be subject to adjustment adjusted as provided in this Agreementherein (the "Exercise Price").
(b) Notwithstanding any other provision of this Rights Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or formerly beneficially ownedany Affiliate or Associate thereof or any other Person whose Rights shall become void pursuant to Section 7(e) shall have impressed on, printed on, written on or after otherwise affixed to it (if the Distribution Date, by a Corporation or the Rights Agent has knowledge that such Person known by the Company to be: (A) is an Acquiring Person or an Associate or Affiliate or a nominee of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasibleforegoing) the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Certificate and the Rights represented hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 4 contracts
Samples: Rights Agreement (Mediaone Group Inc), Rights Agreement (Mediaone Group Inc), Rights Agreement (Vitalworks Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) ), when, as and if issued, shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationtraded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22 hereof, the Rights Certificates, whenever issued, which are issued in respect of Common Stock which was issued and outstanding as of the Close of Business on the Distribution Date, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares 1/1,000s of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per 1/1,000 of a share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an Adverse Person or any Associate or Affiliate of an Acquiring Person or Adverse Person; (Bii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; or (Ciii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) Adverse Person to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) Adverse Person or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Key Technology Inc), Rights Agreement (Agritope Inc), Rights Agreement (Agritope Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the "Purchase Price"), but the number and kind of such securities shares purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Questar Corp), Rights Agreement (Questar Corp), Rights Agreement (Questar Corp)
Form of Rights Certificates. (a) The Rights Certificates (including the Form of Election to Purchase and Certification of Status and the form Form of election to purchase shares Assignment and the form Certificate of assignment Status to be printed set forth on the reverse side thereof) shall be in substantially the form of Exhibit attached hereto as EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed set forth thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usagelisted. Subject to the provisions terms of this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares), shall (if the Company shall so require) indicate the date of countersignature by the Rights Agent and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share at the Exercise Price as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, Any Rights Certificate that represents Rights Beneficially Owned by: (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owneda Restricted Person, on or after the Distribution Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (Bii) a direct or indirect transferee of an Acquiring from a Restricted Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring from a Restricted Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the such Acquiring Person or Adverse Person (or from an any Affiliate or Associate or Affiliate of such Acquiring Personthereof) to holders of equity interests in such Acquiring Person or Adverse Person (or to holders of equity interests in an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) or to any Person with whom such Acquiring Person or Adverse Person (or an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing written or oral agreement, arrangement or understanding regarding the transferred Rights, Rights or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or intends to effect the avoidance of Section 7(e2.5(c) (collectively, a "Restricted Person/Transferee"); or (ii) , and any Rights Certificate issued pursuant to this Agreement upon the transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall have deleted therefrom the second sentence of the legend on the Rights Certificate attached hereto as EXHIBIT B and, in lieu thereof, shall contain (to the extent feasible) the following legendtwo sentences: "The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Restricted Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are term is defined in the Rights Agreement). Accordingly, this This Rights Certificate and the Rights represented hereby may shall be or become null and void in under the circumstances specified in Section 7(e2.5(c) of the Rights Agreement." The Company shall give prompt written notice to the Rights Agent after becoming aware of the existence and identity of any Restricted Person. The failure to insert the foregoing sentences on any such Rights Certificate or any defect therein shall not in any manner whatsoever affect the application or interpretation of Section 2.5(c). The Company shall specify to the Rights Agent in writing which Rights Certificates are to be so legended.
Appears in 3 contracts
Samples: Shareholder Rights Agreement (St Francis Capital Corp), Shareholder Rights Agreement (Hallmark Capital Corp), Shareholder Rights Agreement (St Francis Capital Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase for the Purchase Price such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number amount and kind type of such securities purchasable upon exercise and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of any other Person if such Rights formerly were beneficially owned by an Acquiring Person (or of by an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be at a transferee time after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of Rights from an Acquiring Person (or of an from any Associate or Affiliate of such Acquiring Personthereof) who becomes or becomes entitled to be became a transferee prior to or concurrently with the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) or to any Person with whom such Acquiring Person (or an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6, 7(d) or 22 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement; provided, however, that the Rights Agent shall not have any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
Appears in 3 contracts
Samples: Rights Agreement (Merix Corp), Rights Agreement (Merix Corp), Rights Agreement (Sequent Computer Systems Inc /Or/)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Company’s Board of Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement , shall, upon transferthe written direction of a majority of the Company’s Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: “The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.”
Appears in 3 contracts
Samples: Rights Agreement (Navigant International Inc), Rights Agreement (Education Lending Group Inc), Rights Agreement (Navigant International Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares shares, certificate and the form of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed or any securities association on whose interdealer quotation system as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights may be from time to time authorized for quotation, or Agent) to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of this AgreementSection 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Distribution Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one one-hundredth of a share) of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but price payable upon exercise of a Right provided by Section 7(b) hereof as the number and kind of such securities and the Purchase Price shall same may from time to time be subject to adjustment adjusted as provided in this Agreementherein (the "Exercise Price").
(b) Notwithstanding any other provision of this Rights Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or formerly beneficially ownedany Affiliate or Associate thereof or any other Person whose Rights shall become null and void pursuant to Section 7(e) shall have impressed on, printed on, written on or after the Distribution Date, by a Person known by otherwise affixed to it (if the Company to be: (A) and the Rights Agent have knowledge that such Person is an Acquiring Person or an Associate or Affiliate or a nominee of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasibleforegoing) the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Certificate and the Rights represented hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 3 contracts
Samples: Rights Agreement (Minerals Technologies Inc), Rights Agreement (Minerals Technologies Inc), Rights Agreement (Minerals Technologies Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties or obligations of the Rights Agent as set forth in this Agreement) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned Beneficially Owned or formerly beneficially ownedBeneficially Owned, on or after the Distribution Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned Beneficially Owned by a Person referred to in this Section 4(b), shall contain (contain, provided that the Company has notified the Rights Agent that this Section 4(b) applies and to the extent feasible) , the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 3 contracts
Samples: Rights Agreement (General Maritime Corp/), Rights Agreement (General Maritime Corp/), Rights Agreement (General Maritime Corp/)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Common Stock and the form of assignment to be printed on the reverse thereof) each shall be substantially in substantially the form of Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the "Exercise Price"), but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights that are beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: by:
(Ai) an Acquiring Person or an any Affiliate or Associate or Affiliate of an Acquiring Person; ,
(Bii) a direct or indirect transferee of an Acquiring Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or , or
(Ciii) a direct or indirect transferee of an Acquiring Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) therein, or to any Person with whom such Acquiring Person (or an Associate Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof, shall, upon transferthe written direction of a majority of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) of this Rights Agreement shall be operative whether or not the foregoing legend is contained on any Rights AgreementCertificate.
Appears in 2 contracts
Samples: Rights Agreement (Coventry Health Care Inc), Rights Agreement (Coventry Health Care Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares exercise and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of attached hereto as Exhibit B hereto A, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the "Purchase Price"), but the number and kind of such securities shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (to or from an Associate or Affiliate on behalf of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such the Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which the Board of Directors otherwise concludes in good faith (as determined in its discretion by the vote of a majority of the Board of Directors has determined then in office) is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in that certain Rights Agreement between El Capitan Precious Metals, Inc. and OTR, Inc. dated as of December 28, 2005 (the "Rights Agreement"). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The provisions of Section 7(e) of the Rights Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (El Capitan Precious Metals Inc), Rights Agreement (El Capitan Precious Metals Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares exercise, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase acquire such number of shares Units of Preferred Company Common Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors in accordance with the Company's By-Laws has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.of
Appears in 2 contracts
Samples: Rights Agreement (Baker Michael Corp), Rights Agreement (Baker Michael Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the "Purchase Price"), but the number and kind of such securities shares purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring Person or Adverse Person; , (Bii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) Adverse Person to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) Adverse Person or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Great Lakes Chemical Corp), Rights Agreement (Great Lakes Chemical Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Continuing Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement , shall, upon transferthe written direction of a majority of the Continuing Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 2 contracts
Samples: Rights Agreement (Burlington Industries Inc /De/), Rights Agreement (Burlington Industries Inc /De/)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the "Purchase Price"), but the number and kind of such securities shares purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; thereof, (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Cinergy Corp), Rights Agreement (Cinergy Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit A and Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Independent Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Independent Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 2 contracts
Samples: Rights Agreement (Gilbert Associates Inc/New), Rights Agreement (Gilbert Associates Inc/New)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in substantially the form of set forth in Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or trading system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationtraded, or to conform to usage. Subject to the provisions of this AgreementSections 7(e), 11, 22, and 23 the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, distribution date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of a Junior Preferred Stock Share, as shall be set forth therein at the Purchase Price price per one one-thousandth of a Junior Preferred Share set forth therein, but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided therein and in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned that are or formerly beneficially owned, were at any time on or after the Distribution DateDate Beneficially Owned by an Acquiring Person or any Affiliate or Associate thereof (or any transferee of such Rights) shall have impressed on, by a Person known by printed on, written on or otherwise affixed to it (if the Company to be: (A) or the Rights Agent has knowledge that such Person is an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct thereof or indirect transferee of an Acquiring such Person (or a nominee of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasibleforegoing) the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)) of an Acquiring Person or a subsequent holder of such Rights Certificate Beneficially Owned by such Persons. Accordingly, under circumstances specified in the Rights Agreement, this Rights Certificate and the Rights represented hereby may will become null and void. Notwithstanding the above provision, failure to place such legend on any Rights Certificate representing Rights which are otherwise null and void in pursuant to the circumstances specified in Section 7(e) terms of this Agreement shall not affect the Rights Agreementnull and void status of such Rights.
Appears in 2 contracts
Samples: Rights Agreement (Internet Security Systems Inc/Ga), Rights Agreement (Internet Security Systems Inc/Ga)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares shares, certificate and the form of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed or any securities association on whose interdealer quotation system as the Company may deem appropriate, which do not affect the duties or responsibilities of the Rights may be from time to time authorized for quotation, or Agent to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of this AgreementSection 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Distribution Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one one-thousandth of a share) of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but price payable upon exercise of a Right provided by Section 7(b) hereof as the number and kind of such securities and the Purchase Price shall same may from time to time be subject to adjustment adjusted as provided in this Agreementherein (the "Exercise Price").
(b) Notwithstanding any other provision of this Rights Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or formerly beneficially ownedany Affiliate or Associate thereof or any other Person whose Rights shall become null and void pursuant to Section 7(e) shall have impressed on, printed on, written on or after the Distribution Date, by a Person known by otherwise affixed to it (if the Company to be: (A) or the Rights Agent has knowledge that such Person is an Acquiring Person or an Associate or Affiliate or a nominee of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasibleforegoing) the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Certificate and the Rights represented hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Penney J C Co Inc), Rights Agreement (Penney J C Co Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Units of Preferred Stock and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such the number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price per Unit of Preferred Stock set forth therein, but the number and kind of such securities Units of Preferred Stock and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.,
Appears in 2 contracts
Samples: Rights Agreement (Endocare Inc), Rights Agreement (Endocare Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, certification and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or over-the-counter market on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.the
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3 or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person persons known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Analog Devices Inc), Rights Agreement (Analog Devices Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares shares, certificate and the form of assignment to be printed on the reverse thereof) ), when, as and if issued, shall be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Common Stock or the Rights may from time to time be listed or any securities association on whose interdealer quotation system as the Company may deem appropriate (but which do not affect the rights, duties or responsibilities of the Rights may be from time to time authorized for quotation, or Agent) to conform to usageusage or otherwise and as are not inconsistent with the provisions of this Rights Agreement. Subject to the provisions of this AgreementSection 22 hereof, the Rights Certificates, Certificates evidencing Rights whenever issued, (i) shall be dated as of the Distribution Datedate of issuance of the Rights they represent and (ii) subject to adjustment from time to time as provided herein, and on their face shall entitle the holders thereof to purchase such number of shares (including fractional shares which are integral multiples of one one-thousandth of a share) of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but price payable upon exercise of a Right provided by Section 7(b) hereof as the number and kind of such securities and the Purchase Price shall same may from time to time be subject to adjustment adjusted as provided in this Agreementherein (the "Exercise Price").
(b) Notwithstanding any other provision of this Rights Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned Beneficially Owned by an Acquiring Person or formerly beneficially ownedany Affiliate or Associate thereof or any other Person whose Rights shall become null and void pursuant to Section 7(e) shall have impressed on, printed on, written on or after the Distribution Date, by a Person known by otherwise affixed to it (if the Company to be: (A) and the Rights Agent have knowledge that such Person is an Acquiring Person or an Associate or Affiliate or a nominee of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasibleforegoing) the following legend: The Beneficial Owner of the Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became is an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Certificate and the Rights represented hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Geoworks /Ca/), Rights Agreement (Geoworks /Ca/)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of a majority of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Merrill Lynch & Co Inc), Rights Agreement (Merrill Lynch & Co Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Directors of the Company has determined is to be part of a plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or ) hereof, shall, upon the written direction of a majority of the Board of Directors of the Company (ii) any which direction shall be conveyed in writing to the Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(bAgent), shall contain (to the extent feasible) the following legend: “The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.”
Appears in 2 contracts
Samples: Rights Agreement (Bunge LTD), Rights Agreement (Bunge LTD)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per share, herein referred to as the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an Adverse Person or any Associate or Affiliate of an Acquiring Person or an Adverse Person; , (Bii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the such Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) Adverse Person to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) Adverse Person or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend, modified as applicable to apply to such person: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person, an Adverse Person or an Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. PROVIDED, HOWEVER, that the absence of such legend on any Rights Certificate shall not prevent the terms of this Agreement from applying to the Rights represented by such Rights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (Wolohan Lumber Co), Rights Agreement (Wolohan Lumber Co)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. The Rights Certificates shall be in a machine printable format reasonably satisfactory to the Rights Agent. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares, shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment from time to time as provided in this AgreementSections 11 and 13(a) hereof.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a any Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The Company shall instruct the Rights AgreementAgent in writing of the Rights which should be so legended.
Appears in 2 contracts
Samples: Rights Agreement (Edwards Lifesciences Corp), Rights Agreement (Edwards Lifesciences Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Common Shares and the form of assignment to be printed on the reverse thereof) shall be substantially in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationincluded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.distri-
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Company's Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT.
Appears in 2 contracts
Samples: Preferred Shares Rights Agreement (Proxim Inc /De/), Preferred Shares Rights Agreement (Cardiac Pathways Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not change or increase the rights, duties or obligations of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the Purchase Price), but the number and kind of such securities shares and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasiblefeasible and to the extent the Rights Agent has knowledge of the applicability of this Section) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) hereof shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.
Appears in 2 contracts
Samples: Rights Agreement (Interphase Corp), Rights Agreement (Interphase Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. The Right Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution DateRecord Date and show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a any Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The Company shall instruct the Rights AgreementAgent in writing of the Rights which should be so legended and shall supply the Rights Agent with such legended Rights Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Gibson Greetings Inc), Rights Agreement (Gibson Greetings Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Company Common Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Independent Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Independent Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 2 contracts
Samples: Rights Agreement (Steel of West Virginia Inc), Rights Agreement (Steel of West Virginia Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. The Rights Certificates shall be in a machine printable format and in a form reasonably satisfactory to the Rights Agent. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date, shall show the date of countersignature, and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-thousandth of a share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate Certificates issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate Certificates issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person Certificates referred to in this Section 4(b), sentence shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Rights Agreement. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor." The Company shall instruct the Rights Agent in writing of the Rights which should be so legended and shall supply the Rights Agent with such legended Rights Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Marriott International Inc /Md/), Rights Agreement (Marriott International Inc /Md/)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) , shall be in substantially the form of same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the terms, provisions of this Agreementand restrictions elsewhere herein, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share as shall be set forth therein at the Purchase Price price per one one-hundredth of a Preferred Share set forth thereintherein (the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding understanding, whether written or oral, regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of the second paragraph of Section 7(e); or (ii11(a)(ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such Agreement. The provisions of the second paragraph of Section 11(a)(ii) shall apply whether or not any Rights AgreementCertificate actually contains the foregoing legend.
Appears in 2 contracts
Samples: Rights Agreement (Walbro Corp), Rights Agreement (Ultra Pac Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Units of Preferred Stock and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such the number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price per Unit of Preferred Stock set forth therein, but the number and kind of such securities Units of Preferred Stock and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), hereof shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement between Globecomm Systems Inc. and American Stock Transfer & Trust Company, as Rights Agent, dated as of December 3, 1998 (the "Rights Agreement"). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Globecomm Systems Inc), Rights Agreement (Globecomm Systems Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Units of Preferred Stock and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such the number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price per Unit of Preferred Stock set forth therein, but the number and kind of such securities Units of Preferred Stock and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board Continuing Directors of Directors the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), hereof shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT BETWEEN ONYX ACCEPTANCE CORPORATION, A DELAWARE CORPORATION AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, A NEW YORK BANKING CORPORATION, AS RIGHTS AGENT, DATED AS OF JULY 8, 1997 (THE "RIGHTS AGREEMENT"). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(eTHIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) of the Rights AgreementOF THE RIGHTS AGREEMENT.
Appears in 2 contracts
Samples: Rights Agreement (Onyx Acceptance Corp), Rights Agreement (Onyx Acceptance Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse side thereof) shall each be substantially in substantially the form of set forth in Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Units as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an Associate Adverse Person or Affiliate any of an Acquiring Person; their respective Associates or Affiliates, (Bii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person or Adverse Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Mim Corp), Rights Agreement (Mim Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse side thereof) shall each be substantially in substantially the form of set forth in Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Units as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an Associate Adverse Person or Affiliate any of an Acquiring Person; their respective Associates or Affiliates, (Bii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person or Adverse Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Jp Realty Inc), Rights Agreement (Jp Realty Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase for the Purchase Price such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number amount and kind type of such securities purchasable upon exercise and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of any other Person if such Rights formerly were beneficially owned by an Acquiring Person (or of by an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be at a transferee time after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of Rights from an Acquiring Person (or of an from any Associate or Affiliate of such Acquiring Personthereof) who becomes or becomes entitled to be became a transferee prior to or concurrently with the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) or to any Person with whom such Acquiring Person (or an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6, 7(d) or 22 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement; provided, however, that the Rights Agent shall not have any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
Appears in 2 contracts
Samples: Rights Agreement (Stancorp Financial Group Inc), Rights Agreement (Stancorp Financial Group Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto A and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or rule or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person Person, an Adverse Person, or an any Associate or Affiliate of an Acquiring Person or an Adverse Person; , (Bii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to before or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) Adverse Person to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) Adverse Person or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) Adverse Person has any continuing agreement, arrangement arrangement, or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 upon transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: ): The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring [Acquiring] [Adverse] Person or an Affiliate or Associate of an Acquiring [Acquiring] [Adverse] Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreementsuch agreement.
Appears in 2 contracts
Samples: Rights Agreement (Brown & Brown Inc), Rights Agreement (Brown & Brown Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase for the Purchase Price such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number amount and kind type of such securities purchasable upon exercise and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of any other Person if such Rights formerly were beneficially owned by an Acquiring Person (or of by an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be at a transferee time after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of Rights from an Acquiring Person (or of an from any Associate or Affiliate of such Acquiring Personthereof) who becomes or becomes entitled to be became a transferee prior to or concurrently with the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) or to any Person with whom such Acquiring Person (or an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6, 7(d) or 22 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement; provided, however, that the Rights Agent shall not have any responsibility to ascertain the existence of facts that would require the imposition of such legend and shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
Appears in 1 contract
Samples: Rights Agreement (Arkona Inc)
Form of Rights Certificates. (a) The Each Rights Certificates Certificate (and the form forms of assignment and of election to purchase shares and the form of assignment to be printed on the reverse thereofof the Rights Certificate) shall be in substantially the form of Exhibit B same as EXHIBIT A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or ; as may be required to comply with any law or applicable law, with any rule or regulation made pursuant thereto thereto, or with any rule or regulation of any stock exchange on which the Rights may from time to time may be listed or of any securities association on whose interdealer quotation system which the Rights may be from time to time may be authorized for quotation, ; or to conform to usage. Subject to the provisions of this AgreementSection 21, the Rights Certificates, whenever issued, shall be dated as of the Distribution DateRecord Date and, and on their face face, shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share as shall be set forth therein at the Purchase Price set forth thereinPrice; subject, but the number and kind of such securities and the Purchase Price shall be subject however, to adjustment as provided in this AgreementAgreement (including, without limitation, as provided in Section 11(a)).
(b) Notwithstanding any other provision provisions of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement Section 3 or Section 21 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person's becoming an Acquiring Person becoming such and receives such Rights pursuant to that either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from holds an Associate or Affiliate of such Acquiring Person) to holders of equity interests interest in such Acquiring Person (or to holders of equity interests in an any such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding with such Acquiring Person (or any such Associate or Affiliate) regarding the transferred Rights, Rights or (yB) receives such Rights pursuant to a direct or indirect transfer which a majority of that the Board of Directors of the Company has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); , any Rights Certificate issued at any time to any nominee of an Acquiring Person, of any Associate or (ii) Affiliate of an Acquiring Person, or of any such transferee, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) bear the following legend: The Rights represented by this Rights Right Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (including the Form of Election to Purchase and Certification of Status and the form Form of election to purchase shares Assignment and the form Certificate of assignment Status to be printed set forth on the reverse side thereof) shall be in substantially the form of Exhibit attached hereto as EXHIBIT B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed set forth thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usagelisted. Subject to the provisions terms of this Agreement, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, the same date as the stock certificate evidencing such shares), shall (if the Company shall so require) indicate the date of countersignature by the Rights Agent and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share at the Exercise Price as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, Any Rights Certificate that represents Rights Beneficially Owned by: (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owneda Restricted Person, on or after the Distribution Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (Bii) a direct or indirect transferee of an Acquiring from a Restricted Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring from a Restricted Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (y) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.for
Appears in 1 contract
Samples: Shareholder Rights Agreement (St Francis Capital Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the "Purchase Price"), but the number and kind of such securities shares purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person, an Adverse Person or an any Associate or Affiliate of an Acquiring Person or Adverse Person; , (Bii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) Adverse Person to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) Adverse Person or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) Adverse Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person, Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The absence of the foregoing legend on any Rights Certificate shall in no way affect any of the other provisions of the Agreement, including, without limitation, the provisions of Section 7(e) hereof.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the earlier of the Distribution Date and the Stock Acquisition Date, by a Person known by the Company to be: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (x) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (y) a direct or indirect transfer which a majority of the Continuing Directors (or, if no Continuing Directors are then in office, the Board of Directors of the Company) has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); ) of this Agreement, or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (First Brands Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse side thereof) shall each be substantially in substantially the form of set forth in Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Units as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an Associate Adverse Person or Affiliate any of an Acquiring Person; their respective Associates or Affiliates, (Bii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person or Adverse Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Amended and Restated Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) of the Amended and Restated Rights Agreement. Notwithstanding the above provision, failure to place such legend on any Rights Certificate representing Rights which are otherwise null and void pursuant to the terms of this Agreement shall not affect the null and void status of such Rights.
Appears in 1 contract
Samples: Rights Agreement (Mim Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be in substantially in the form of set forth as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares share of Preferred Stock Shares as shall be set forth therein at for the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment from time to time as provided in this Agreementherein provided.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(b) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct transferee of an Acquiring Person <PAGE> -10- (or indirect of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (C) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii7(f) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement between Xxxxxxxxx Technologies Corporation and Mellon Investor Services LLC (or any successor thereto), as Rights Agent, dated as of December 11, 2002, as it may be amended or supplemented from time to time (the "Rights Agreement"). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e7(f) of the such Rights Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share of Common Stock set forth thereintherein (the "Purchase Price"), but the number and kind amount of such Common Stock or other type of securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a any Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Form of Rights Certificates. back to Table of Contents
(a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or the automated quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationtraded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Share Fractions as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per Preferred Share Fraction, the “Purchase Price”), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights that the Company knows are beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors of the Company has determined is part of a an oral or written plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.”
Appears in 1 contract
Samples: Rights Agreement (York Water Co)
Form of Rights Certificates. (a) a. The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) , shall be in substantially the form of same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the terms, provisions of this Agreementand restrictions elsewhere herein, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share as shall be set forth therein at the Purchase Price price per one one-hundredth of a Preferred Share set forth thereintherein (the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any b. Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding understanding, whether written or oral, regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of the second paragraph of Section 7(e); or (ii11(a)(ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e11(a)(ii) of such Agreement. The provisions of the second paragraph of Section 11(a)(ii) shall apply whether or not any Rights AgreementCertificate actually contains the foregoing legend.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Series One Preferred Stock and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of Exhibit B EXHIBIT A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSECTION 11 and SECTION 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares one hundredths of a share of Series One Preferred Stock as shall be set forth therein at the Purchase Price set forth thereinExercise Price, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Exercise Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights that are beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: by:
(Ai) an Acquiring Person or an any Affiliate or Associate or Affiliate of an Acquiring Person; ,
(Bii) a direct or indirect transferee of an Acquiring Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or , or
(Ciii) a direct or indirect transferee of an Acquiring Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) therein, or to any Person with whom such Acquiring Person (or an Associate Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock (or other securities convertible into shares of Common Stock), or the Company, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section SECTION 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement SECTION 6 or SECTION 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall shall, upon the written direction of a majority of the Board, contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.an
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSections 11, 22 and 24, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase for the Purchase Price such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number amount and kind type of such securities purchasable upon exercise and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of any other Person if such Rights formerly were beneficially owned by an Acquiring Person (or of by an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be at a transferee time after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of Rights from an Acquiring Person (or of an from any Associate or Affiliate of such Acquiring Personthereof) who becomes or becomes entitled to be became a transferee prior to or concurrently with the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) or to any Person with whom such Acquiring Person (or an Associate its Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6, 7(d) or 22 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement; provided, however, that the Rights Agent shall not have any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
Appears in 1 contract
Samples: Rights Agreement (Electro Scientific Industries Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or rule or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per share, the "Purchase Price"), but the number amount and kind of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person Person, or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to before or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement arrangement, or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 upon transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: ): The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreementsuch agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification (or designation and such legends, summaries (or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementPlan, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 19 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate Certificates issued pursuant to this Agreement Section 3(a) or Section 19 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Disinterested Directors has have determined is a part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend, modified as applicable to such Person: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights AgreementPlan). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreementsuch Plan.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereofassignment) shall be in substantially the form of attached hereto as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this Agreement, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as which shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beBeneficially Owned by: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights, shares of Common Stock, or the Company, or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Stockholders Rights Agreement, dated as of March 21, 2006, as it may be amended from time (the “Rights Agreement”), by and between Xxxxxxx Industries, Inc. and National City Bank, as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.”
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed listed, or with any securities association on whose interdealer quotation system rule or regulation of the Rights may be from time to time authorized for quotationNational Association of Securities Dealers if traded in the over-the-counter market, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issuedwhen and if distributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-hundredth of a share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is a part of a plan, arrangement or understanding which has as a primary purpose or effect the of avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Units of Preferred Stock and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such the number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price per Unit of Preferred Stock set forth therein, but the number and kind of such securities Units of Preferred Stock and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), hereof shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement between P-COM, INC. and BANKBOSTON, N.A. as Rights Agent(the "Rights Agreement"). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (P Com Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such changes or marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares one one-thousandths of a share of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one one-thousandths of a share, the “Purchase Price”), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a), Section 11(i) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any Associate or Affiliate of such an Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any Associate or Affiliate of such an Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such the Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such the Acquiring Person (or an Associate or Affiliate of such the Acquiring Person) has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined is part of a plan, arrangement or understanding which (whether or not in writing) that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (if the Company and the Rights Agent have knowledge that such Person is an Acquiring Person or an Associate or Affiliate thereof or transferee of such Persons or a nominee of any of the foregoing and to the extent feasiblefeasible and only if the Company has provided specific written instructions to the Rights Agent) a legend in substantially the following legendform: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Tax Benefits Preservation Plan between Acacia Research Corporation and Computershare Trust Company, N.A. (or any successor Rights AgreementAgent) dated as of March 16, 2019, as it may be supplemented, amended or restated from time to time (the “Tax Benefits Preservation Plan”)). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights AgreementTax Benefits Preservation Plan.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Acacia Research Corp)
Form of Rights Certificates. (a) The Rights Certificates --------------------------- (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement , shall, upon transferthe written direction of a majority of the Company's Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares exercise and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of attached hereto as Exhibit B hereto A and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to customary usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price per share set forth thereintherein (the “Purchase Price”), but the number and kind of such securities shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beBeneficially Owned by: (Ai) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (B) a direct or indirect transferee of an Acquiring Person (or of an Associate or Affiliate of such Acquiring Person) any Related Persons who becomes or becomes entitled to be become a transferee after the Acquiring Person becomes such; or , (Cii) a direct or indirect transferee of an Acquiring Person or Related Persons who becomes a transferee after the Acquiring Person or Related Persons becoming such, or (or iii) a transferee of an Associate Acquiring Person or Affiliate of such Acquiring Person) Related Persons who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Related Persons becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (to or from an Associate or Affiliate on behalf of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such the Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding (whether or not in writing) regarding the transferred Rights, the shares of Common Stock associated with such Rights or the Company or (yB) a direct or indirect transfer which the Board of Directors otherwise concludes in good faith (as determined in its discretion by the vote of a majority of the Board members of Directors has determined the Board) is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasiblefeasible and reasonably identifiable as such) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person Related Persons (as such terms are defined in that certain Rights Agreement between Mechanical Technology, Incorporated and American Stock Transfer & Trust Company, LLC dated as of October 6, 2016 (the “Rights Agreement”). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the certain circumstances specified in the Rights Agreement. The Company shall give notice to the Rights Agent promptly after it becomes aware of the existence and identity of any Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended. The failure to print the foregoing legend on any such Right Certificate or any defect therein shall not affect in any manner whatsoever the application or interpretation of the provisions of Section 7(e) of the Rights Agreementhereof.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per unit, being hereinafter referred to as the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any herein. Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person person who was or became an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement)Person. Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement. The Company shall notify the Rights Agent, and, if such notification is given orally, the Company shall confirm promptly the same in writing, at such time as the Company has notice that any Person constitutes an Acquiring Person or an Affiliate or Associate of an Acquiring Person, and until such notice is received by the Rights Agent the Rights Agent may conclusively presume for all purposes that the foregoing legend need be imprinted only on Right Certificates beneficially owned by Persons that the Company has previously identified to the Rights Agent as constituting an Acquiring Person or an Affiliate or Associate of an Acquiring Person and transferees of any such Persons.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) each shall be substantially in substantially the form of Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or market on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Exercise Price per share set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights that are beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: by:
(Ai) an Acquiring Person or an any Affiliate or Associate or Affiliate of an Acquiring Person;
(Bii) a direct or indirect transferee of an Acquiring Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or , or
(Ciii) a direct or indirect transferee of an Acquiring Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) therein, or to any Person with whom such Acquiring Person (or an Associate Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) (the Rights held by Persons identified in (i); or , (ii) any Rights Certificate issued pursuant to this Agreement upon transferand (iii) collectively, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a "Acquiring Person referred to in this Section 4(bRights"), shall shall, upon the written direction of a majority of the Board, contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Samples: Rights Agreement (Frozen Food Express Industries Inc)
Form of Rights Certificates. (a) The Rights Certificates (and including the form forms of election to purchase shares and the form of assignment to be printed set forth on the reverse side thereof) shall be in substantially the form of attached hereto as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed set forth thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to conform to customary practice or to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usagelisted. Subject to the provisions of this AgreementSections 11 and 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date (or, in the case of Rights with respect to shares of Common Stock issued or becoming outstanding after the Record Date, and on their face the same date as the stock certificate evidencing such shares), shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share at the Exercise Price as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such one one-hundredths of a Preferred Share or other securities and the Purchase Exercise Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beBeneficially Owned by: (A) an Acquiring Person or an Associate or Affiliate of an Acquiring Person; (Bi) a direct or indirect Restricted Person, (ii) a transferee of an Acquiring from a Restricted Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring from a Restricted Person (or of an Associate or Affiliate of such Acquiring Person) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the such Acquiring Person (or from an any Affiliate or Associate or Affiliate of such Acquiring Personthereof) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) or to any Person with whom such Acquiring Person (or an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing written or oral agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e7(d); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6, 11 or 22 upon the transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall have deleted therefrom the second sentence of the legend on the Form of Rights Certificate attached hereto as Exhibit B and, in lieu thereof, shall contain (to the extent feasible) the following legendtwo sentences: "The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Restricted Person (as such terms are term is defined in the Rights such Agreement). Accordingly, this This Rights Certificate and the Rights represented hereby shall be or may become null and void in under the circumstances specified in Section 7(e7(d) of such Agreement." The Company shall give prompt written notice to the Rights AgreementAgent after becoming aware of the existence and identity of any Restricted Person. The failure to insert the foregoing sentences on any such Rights Certificate or any defect therein shall not in any manner whatsoever affect the application or interpretation of Section 7(d). The Company shall specify to the Rights Agent in writing which Rights Certificates are to be so legended.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Common Shares and the form of assignment to be printed on the reverse thereof) shall be substantially in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or a national market system, on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationincluded, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle Record Date (or in the holders thereof case of Rights issued with respect to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.Common
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Company's Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) of the Rights AgreementOF THE RIGHTS AGREEMENT.
Appears in 1 contract
Samples: Preferred Shares Rights Agreement (Read Rite Corp /De/)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this Agreement, including Sections 7, 11, 12, 13, 22 and 24, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein(as defined in Section 7(b)), but the number and kind of such securities shares and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beBeneficially Owned by: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing written or oral agreement, arrangement arrangement, or understanding regarding either the transferred Rights, shares of Common Stock, or the Company; or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined is in good faith to be part of a plan, arrangement agreement, arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of the Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) ), the following legend: “The Rights represented by this Rights Certificate are or were beneficially owned Beneficially Owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such capitalized terms are defined in the Rights Agreement, dated as of January 20, 2009 (the “Rights Agreement”), by and between Impax Laboratories, Inc. and StockTrans, Inc., as Rights Agent). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.”
Appears in 1 contract
Samples: Preferred Stock Rights Agreement (Impax Laboratories Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) each shall be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this Agreement, the The Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares one-thousandths of a share of Series G Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per one-thousandth of a share, as adjusted pursuant to the terms hereof, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beBeneficially Owned by: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either either: (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, ; or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) , shall be in substantially the form of same as Exhibit B hereto A hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this AgreementAgreement and which do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the terms, provisions of this Agreementand restrictions elsewhere herein, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such number of shares of Preferred Stock Common Shares as shall be set forth therein at the Purchase Price price set forth thereintherein (the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding understanding, whether written or oral, regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of the second paragraph of Section 7(e); or (ii11(a)(ii) hereof, and, provided that the Company shall have notified the Rights Agent that this Section 4(b) applies, any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.:
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares exercise, certification and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange exchange, national market system or over-the-counter market on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Common Shares as shall be set forth therein at the Purchase Price price per Common Share set forth thereintherein (the “Purchase Price”), but the number and kind of such securities shares and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known reasonably believed by at least a majority of the Company Outside Directors to be: be (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring any such Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to before or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an any such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an any such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing oral or written plan, agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which at least a majority of the Board of Outside Directors has determined is part of a an oral or written plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued to any such Person pursuant to this Agreement Section 6 or Section 11 upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend, modified as applicable to such Person: The Rights represented by this Rights Certificate are or were beneficially owned by a Person person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Sections 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificate.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) , shall be in substantially the form of same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the terms, provisions of this Agreementand restrictions elsewhere herein, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one ten-thousandths of a Preferred Stock Share, as shall be set forth therein at the Purchase Price price per one ten-thousandth of a Preferred Share, set forth thereintherein (the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; became an Acquiring Person, or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding understanding, whether written or oral, regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of the second paragraph of Section 7(e); or (ii11(a)(ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in the second paragraph of Section 7(e11(a)(ii) of the Rights Agreement. The provisions of the second paragraph of Section 11(a)(ii) shall apply whether or not any Rights Certificate actually contains the foregoing legend.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Preferred Shares and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-thousandth of a Preferred Stock Share as shall be set forth therein at the Purchase Price price per one one-thousandth of a Preferred Share set forth thereintherein (the "Purchase Price"), but the number and kind of such securities one one-thousandth of a Preferred Share and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii11(a)(ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e79(e) of the Rights such Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Record Date, (or, in the case of Rights issued with respect to Common Stock issued by the Company after the Record Date, as of the date of issuance of such Common Stock), shall note the date of issuance and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Fractions as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per Preferred Stock Fraction, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing plan, agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of such Agreement. The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights AgreementCertificates.
Appears in 1 contract
Samples: Rights Agreement (Union Camp Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement , shall, upon transferthe written direction of a majority of the Board of Directors of the Company, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Samples: Rights Agreement (Bunge LTD)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) , shall be in substantially the form of same as Exhibit B hereto hereto, and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the terms, provisions of this Agreementand restrictions elsewhere herein, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such number of shares one one-hundredths of a Preferred Stock Share as shall be set forth therein at the Purchase Price price per one one-hundredth of a Preferred Share set forth thereintherein (the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding understanding, whether written or oral, regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.Company has
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Units of Preferred Stock and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of the Nasdaq Stock Market or any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationtraded, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such the number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price per Unit of Preferred Stock set forth therein, but the number and kind of such securities Units of Preferred Stock and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority the board of directors of the Board of Directors Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement by and between Ask Jeeves, Inc., and Fleet National Bank, N.A., as Rights Agent, dated as of April 26, 2001 (the "Rights Agreement")). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (Ask Jeeves Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse thereof) each shall be substantially in substantially the form of Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or market on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of one-thousandth shares of Preferred Stock as shall be set forth therein at the Purchase Exercise Price per share set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights that are beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to be: by:
(Ai) an Acquiring Person or an Adverse Person or any Affiliate or Associate or Affiliate of an Acquiring Person or Adverse Person;
(Bii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; or , or
(Ciii) a direct or indirect transferee of an Acquiring Person or Adverse Person (or of an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from an Associate any such Affiliate or Affiliate of such Acquiring PersonAssociate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) therein, or to any Person with whom such Acquiring Person or Adverse Person (or an Associate Affiliate or Affiliate of such Acquiring PersonAssociate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, shares of Common Stock, or the Company, or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e) (the Rights held by Persons identified in (i); or , (ii) any Rights Certificate issued pursuant to this Agreement upon transferand (iii) collectively, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a "Acquiring/Adverse Person referred to in this Section 4(bRights"), shall shall, upon the written direction of a majority of the Board, contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or Adverse Person or an Affiliate or Associate of an Acquiring Person or Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Samples: Rights Agreement (Performance Technologies Inc \De\)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per Unit, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents represent Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person person known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.which
Appears in 1 contract
Samples: Rights Agreement (Centex Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Independent Directors has determined is in good faith, following a reasonable review of the applicable facts and circumstances, to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Independent Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Samples: Rights Agreement (Interdigital Communications Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse side thereof) shall each be substantially in substantially the form of set forth in Exhibit B A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Units as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an Associate Adverse Person or Affiliate any of an Acquiring Person; their respective Associates or Affiliates, (Bii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person or Adverse Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person or an Adverse Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person or Adverse Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person or Adverse Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person or Adverse Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person or Adverse Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Amended and Restated Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) of the Amended and Restated Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (Mim Corp)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Company’s Board of Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement , shall, upon transferthe written direction of a majority of the Company’s Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: “The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may shall become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.”
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form of election to purchase shares and the form of assignment to be printed on the reverse side thereof) shall each be substantially in substantially the form of Exhibit B set forth in EXHIBIT A attached hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange or automated quotation system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock Units as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Continuing Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferthe written direction of a majority of the Continuing Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares Units of Preferred Stock and the form of assignment to be printed on the reverse thereof) shall be in substantially the form of same as Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the duties or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issued, shall be dated as of the Distribution Date, and on their face Certificates shall entitle the holders thereof to purchase such the number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price per Unit of Preferred Stock set forth therein, but the number and kind of such securities Units of Preferred Stock and the Purchase Price shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; such or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), hereof shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement between P-COM, INC. and FLEET NATIONAL BANK as Rights Agent(the "Rights Agreement"). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (P Com Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Company Common Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of a majority of the Company's Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Samples: Rights Agreement (Bha Group Inc)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto A and may have such marks of identification or designation and such legends, summaries summaries, or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or rule or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreement.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement arrangement, or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of that the Board of Directors has determined is part of a plan, arrangement arrangement, or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) , and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 upon transfer, exchange, replacement replacement, or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights Agreementsuch agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which that a majority of the Board of Directors of the Company has determined is to be part of a plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or ) hereof, shall, upon the written direction of a majority of the Board of Directors of the Company (ii) any which direction shall be conveyed in writing to the Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(bAgent), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Samples: Rights Agreement (Bunge LTD)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSections 11 and 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof, shall, upon transferthe written direction of a majority of the Company's Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Amended and Restated Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, certification and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or over-the-counter market on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Stock as shall be set forth therein at the Purchase Price set forth therein, but the number and kind of such securities and the Purchase Price shall be subject to adjustment as provided in this Agreement.shall
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3 or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person persons known by the Company to be: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
Samples: Rights Agreement (Oravax Inc /De/)
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of a majority of the Company's Board of Directors, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a that the vote of the majority of the Company's Board of Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of a majority of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement." The provisions of Section 7(e) of this Agreement shall be operative whether or not the foregoing legend is contained on any such Rights Certificate.
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase acquire such number of shares Units of Preferred Company Common Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement hereof shall, upon transferthe written direction of the Board, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person "THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (as such terms are defined in the Rights AgreementAS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). AccordinglyACCORDINGLY, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(eTHIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) of the Rights AgreementOF SUCH AGREEMENT."
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares purchase, assignment and the form of assignment certificate to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotation, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Record Date and on their face shall entitle the holders thereof to purchase such number of shares Units of Preferred Stock as shall be set forth therein at the Purchase Price price set forth therein, but the number amount and kind type of such securities securities, cash or other assets that may be acquired upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement hereto that represents evidences Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an any such Associate or Affiliate of such Acquiring PersonAffiliate) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an such Associate or Affiliate of such Acquiring PersonAffiliate) or to any Person with whom such Acquiring Person (or an such Associate or Affiliate of such Acquiring PersonAffiliate) has any continuing agreement, arrangement or understanding regarding either the transferred Rights, shares of Company Common Stock or the Company or (yB) a direct or indirect transfer which a majority of that the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of Section 7(e); or (ii) any Rights Certificate issued pursuant to this Agreement shall, upon transferwritten direction of the Board of Directors of the Company, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b), shall contain (to the extent feasible) the following legend: "The Rights represented evidenced by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented evidenced hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement."
Appears in 1 contract
Form of Rights Certificates. (a) The Rights Certificates (and the form forms of election to purchase shares and the form of assignment to be printed on the reverse thereof) shall each be substantially in substantially the form of set forth in Exhibit B A hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed or any securities association on whose interdealer quotation system the Rights may be from time to time authorized for quotationlisted, or to conform to usage. Subject to the provisions of this AgreementSection 11 and Section 22 hereof, the Rights Certificates, whenever issueddistributed, shall be dated as of the Distribution Date, Rights Dividend Effective Date and on their face shall entitle the holders thereof to purchase such number of shares of Preferred Common Stock as shall be set forth therein at the Purchase Price price set forth thereintherein (such exercise price per share, the "Purchase Price"), but the number amount and kind type of such securities purchasable upon the exercise of each Right and the Purchase Price thereof shall be subject to adjustment as provided in this Agreementherein.
(b) Notwithstanding any other provision of this Agreement, (i) any Any Rights Certificate issued pursuant to this Agreement Section 3(a) or Section 22 hereof that represents Rights beneficially owned or formerly beneficially owned, on or after the Distribution Date, by a Person known by the Company to beby: (Ai) an Acquiring Person or an any Associate or Affiliate of an Acquiring Person; , (Bii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee after the Acquiring Person becomes such; , or (Ciii) a direct or indirect transferee of an Acquiring Person (or of an any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes or becomes entitled to be a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (xA) a direct or indirect transfer (whether or not for consideration) from the Acquiring Person (or from an Associate or Affiliate of such Acquiring Person) to holders of equity interests in such Acquiring Person (or to holders of equity interests in an Associate or Affiliate of such Acquiring Person) or to any Person with whom such Acquiring Person (or an Associate or Affiliate of such Acquiring Person) has any continuing agreement, arrangement or understanding regarding the transferred Rights, Rights or (yB) a direct or indirect transfer which a majority of the Board of Directors has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); or (ii) hereof, and any Rights Certificate issued pursuant to this Agreement Section 6 or Section 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate beneficially owned by a Person referred to in this Section 4(b)sentence, shall contain (to the extent feasible) the following legend: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 7(e) of the Rights such Agreement.
Appears in 1 contract
